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 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 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 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 Section 5.1. Conduct of the Business of Central Jersey and OceanFirst. (a) During the period from the date of this Agreement to the Effective Time, each of Central Jersey and OceanFirst shall, and shall cause their respective subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles and in compliance in all material respects with all applicable laws and regulations, (ii) use reasonable best efforts to maintain and preserve intact its business organization, employees, goodwill with customers and advantageous business relationships and retain the services of its officers and key employees, (iii) preserve the goodwill of its customers and its subsidiaries and others with whom business relationships exist, (iv) except as required by law or regulation, take no action which would adversely affect or delay the ability of the Parties to obtain any Consent from any Regulatory Authority or other approvals required for the consummation of the transactions contemplated hereby or to perform its respective covenants and agrees agreements under this Agreement, (v) not take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 not being satisfied, (vi) knowingly commit any act or omission which constitutes a material breach or default under any agreement with any Regulatory Authority or under any material contract to which any of them is a party or by which any of them or their respective Parties is bound, (vii) knowingly take any action that would, or would reasonably be expected to, prevent the Merger from qualifying as followsa “reorganization” within the meaning of Section 368 of the Code, (ix) enter into any new material line of business; change its material lending, investment, underwriting, risk and assets/liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed, or (x) knowingly take any action or fail to take any action that is intended or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, or a material violation of any provision of this Agreement, except in each case as may be required by applicable law or regulation. (b) During the period from the date of this Agreement to the Effective Time, except as required by law or regulation or the terms of this Agreement, Central Jersey shall not, and it shall not permit any Central Jersey subsidiary, without the prior written consent of OceanFirst (which consent shall not be unreasonably withheld), to: (i) except where such act change, delete or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do add any act provision of 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, Certificate of Incorporation or unenforceable, Bylaws of Central Jersey or placed in the public domain, or, in the case organizational documents of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereinany subsidiary; (ii) except as could not reasonably be expected for the issuance of Central Jersey Shares pursuant to have a Material Adverse Effectthe terms of the Central Jersey Options and SARs outstanding on the date hereof and disclosed in Schedule 3.2(a) and 3.2(b), it shall notchange the number of shares of the authorized, issued or outstanding capital stock of Central Jersey, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue, grant or modify any option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock of Central Jersey, declare, set aside or pay any dividend or other distribution with respect to any Trademarks constituting Material Intellectual Property, cease the use outstanding capital stock 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 qualityCentral Jersey; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effectincur any material liabilities or material obligations (other than deposit liabilities, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright FHLB borrowings and short-term borrowings in the United States Copyright Officeordinary course of business and consistent with past practice), whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument; (iv) except where the failure to do so could make any capital expenditures not reasonably be expected to have a Material Adverse Effectincluded in Central Jersey’s capital expenditures budget, it shall promptly notify the Collateral Agent if it knows that any item attached hereto as Schedule 5.1(b)(iv), in excess of Material Intellectual Property may become (x) abandoned $25,000 individually or dedicated to the public or placed $100,000 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 in the United States Patent and Trademark Office, the United States Copyright Office or any state registryaggregate; (v) sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein 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 ordinary course 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)business; (vi) except where the failure as provided in Schedule 5.1(b)(vi), pay any bonuses to do so could not reasonably be expected to have a Material Adverse Effectany employee, officer, director other than in the event ordinary course of business consistent with past practices or grant any salary increases to officers except for merit-based or annual salary increases in the ordinary course of business consistent with past practices, provided that notwithstanding any Material Intellectual Property owned by or exclusively licensed to provision of this Section 5.1(b)(vi), Central Jersey may not pay 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 bonus in such Material Intellectual Property including, but not limited to, violation of the initiation of a suit for injunctive relief and to recover damagesSection 111 Rules; (vii) except as could not reasonably be expected enter into or extend any agreement, lease or license relating to have a Material Adverse Effectreal property (other than capital expenditures permitted under (iv) above), it shall not (and shall not permit any licensee personal property, data processing or sublicensee thereof under its control to) (A) do any act or omit bankcard functions relating 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 domainCentral Jersey; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not acquire five percent (nor shall 5%) or more of the licensees assets or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights equity securities of any other Person or acquire direct or indirect control of any Person; and; (ix) originate, purchase, extend or grant any loan other than in the ordinary course of business; (x) file any applications or make any contract with respect to branching by Central Jersey or any of its subsidiaries (whether de novo, purchase, sale or relocation) or acquire or construct, or enter into any agreement to acquire or construct, any interest in real property, other than in connection with foreclosing proceedings; (xi) form any new subsidiary or cause or permit a material change in the activities presently conducted by any subsidiary of Central Jersey or make additional investments in subsidiaries; (xii) increase or decrease the rate of interest paid on time deposits or on certificates of deposit, except where in a manner and pursuant to policies consistent with Central Jersey’s past practices; (xiii) change any method of accounting principles or practices other than changes required by applicable law or United States generally accepted accounting principles or regulatory accounting principles; (xiv) enter into, establish, adopt, amend, modify or terminate (except (i) as may be required by or to make consistent with applicable law, subject to the failure provision of prior written notice to do so could and consultation with respect thereto with OceanFirst, or (ii) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 5.1(b)(xiv)), any employment, change of control, pension, retirement, supplemental executive retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any current or former director, officer or employee of Central Jersey or its subsidiaries or take any action to accelerate the vesting or exercisability of stock options (other than as a result of the execution of this Agreement or consummation of the Merger), restricted stock or other compensation or benefits payable thereunder, provided that notwithstanding any provision of this Section 5.1(b)(xiv), Central Jersey may not reasonably be expected make any payment in violation of the Section 111 Rules; or (c) During the period from the date of this Agreement to the Effective Time, Central Jersey shall have a Material Adverse Effectthe right to redeem all shares of preferred stock and warrants issued, it shall take and to repay in full all steps reasonably necessary amounts raised, pursuant to protect the secrecy United States Department of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsTreasury’s Capital Purchase Program (“TARP Program”).

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 followsthat: (i) except where such act or failure in addition to omission could not reasonably be expected any rights under the Section of this Agreement relating to have a Material Adverse EffectReceivables, it shall not do the Collateral Agent may at any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may lapsetime notify, or become abandonedrequire any Grantor to so notify, 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 counterparty on any Material Contract of the security interest granted of the Collateral Agent therein. In addition, after the occurrence and during the continuance of an Event of Default, subject to the terms of the Credit Agreement, the Collateral Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all payments under the Material Contracts directly to the Collateral Agent; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, perform in all material respects all of its obligations with respect to any Trademarks constituting the 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 qualityContracts; (iii) it shall promptly and diligently exercise each material right to enforce collection (except where the right of termination) it may have under any Material Contract, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such failure to register could not reasonably be expected to have a Material Adverse Effectcollections and exercise, it shall, promptly following such Grantor shall take such action as such Grantor or the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright OfficeCollateral Agent may deem necessary; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or 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 Support relating 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 registryMaterial Contract; (v) except where upon the failure request of the Collateral Agent, each Grantor shall, within thirty (30) days of the date hereof with respect to do so could not reasonably be expected to have a Material Adverse Effectany Non-Assignable Contract in effect on the date hereof and within thirty (30) days after entering into any Non-Assignable Contract after the Closing Date, it shall take all reasonable steps request in writing the United States Patent and Trademark Office, consent of the United States Copyright Office counterparty 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) counterparties to the Perfection Certificate (as Non-Assignable Contract pursuant to the terms of such schedules may be amended Non-Assignable Contract or supplemented from time applicable law to time);the assignment or granting of a security interest in such Non-Assignable Contract to Secured Party and use its commercially reasonable efforts to obtain such consent; and (vi) except where it shall hereafter use commercially reasonable efforts so as not to permit the failure to do so could not reasonably be expected to have a Material Adverse Effect, inclusion in the event that any Material Intellectual Property owned by Contract to which it hereafter becomes a party of any provision that could materially impair or exclusively licensed to any Grantor is or has been infringed, misappropriatedprevent the creation of a security interest in, or diluted by a third partythe assignment of, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution Grantor’s rights and protect its rights interests 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 documentsContract.

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 It is further agreed as follows: Section 6.1. Conduct of Business by R&B and FDC. From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the "Termination Date"), and except as may be agreed in writing by the other parties hereto or as may be permitted pursuant to this Agreement: (a) R&B: (i) except where such act or failure shall, and shall cause each of its Subsidiaries to, conduct its operations according 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 their ordinary and usual course of business in substantially 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 thereinsame manner as heretofore conducted; (ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organizations and goodwill (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 that any of such Trademarks its Subsidiaries may be merged with or fail to maintain the level of the quality of products sold and services rendered under into, or be consolidated with any of such Trademark at a level at least substantially consistent its other Subsidiaries or may be liquidated into R&B or any of its Subsidiaries), keep available the services of its current officers and other key employees and preserve its relationships with the quality of such products those persons having business dealings with R&B 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 qualityits Subsidiaries; (iii) except where shall confer at such failure times as FDC may reasonably request with one or more representatives of FDC to register could not report material operational matters and the general status of ongoing operations (to the extent FDC 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 Officerequires such information); (iv) except where shall notify FDC of any emergency or other change in the failure to do so could not reasonably normal course of its or its Subsidiaries, respective businesses or in the operation of its or its Subsidiaries, respective properties and of any complaints or hearings (or communications indicating that the same may be expected to contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing would 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 registryEffect on R&B; (v) shall not, and shall not (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 ordinary course of business consistent with past practice) permit any of its Subsidiaries that is not wholly owned to, authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock (other than Arcade Drilling AS ("Arcade") in accordance with and Trademark Officeto the extent permitted by the Facility Agreement, the United States Copyright Office or any state registrydated as of February 21, 1991, as amended to pursue any application and maintain any registration of each Trademarkdate, Patentbetween Arcade, Chase Investment Bank Limited, The Chase Manhattan Bank, N.A., 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 timeother parties thereto); (vi) shall not, and shall not permit any of its Subsidiaries to, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) in the event that ordinary course of business consistent with past practice or (ii) as otherwise provided in this Agreement, enter into or amend any Material Intellectual Property owned by employment, severance or exclusively licensed similar agreements or arrangements with any of their respective directors or executive officers or enter into, adopt or amend any bonus, deferred compensation, stock purchase, stock option, pension, retirement or other employee benefit plan, program, agreement or arrangement ("Plan") other than with respect 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 previously authorized grants of a suit for injunctive relief and to recover damagesoptions under the Devco Plan; (vii) except as could not reasonably be expected to have a Material Adverse Effectshall not, it shall not (and shall not permit any licensee of its Subsidiaries to, authorize, propose or sublicensee thereof under its control announce an intention to authorize or propose, or enter into an agreement with respect to) , any merger, consolidation or business combination (A) do other than the R&B Merger and any act mergers, consolidations or omit to do business combinations with R&B's Subsidiaries entered into in the ordinary course of business consistent with past practice), any act whereby acquisition of a material amount of assets or securities, any portion disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in each case not in the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion ordinary course 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 propose or sublicensees under adopt any amendments to its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, corporate charter or violate the intellectual property rights of any other Person; andby-laws; (ix) shall not, and shall not permit any of its Significant Subsidiaries to, issue or authorize the issuance of, or agree to issue or sell any shares of their capital stock of any class (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), except where as specifically set forth in Section 4.2 and the failure R&B Disclosure Schedule relating thereto and except with respect to do so could the previously authorized grants of options under the Devco Plan; (x) shall not, and shall not permit any of its Subsidiaries to, except in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date hereof, purchase or redeem any shares of its stock (other than R&B Class A Stock) or any rights, warrants or options to acquire any such shares; (xi) shall not, and shall not permit any of its Subsidiaries to, take any actions which would, or would be reasonably be expected to have a Material Adverse Effectlikely to, it shall take all steps reasonably necessary to protect prevent accounting for the secrecy Mergers in accordance with the pooling of all Trade Secretsinterests method of accounting under the requirements of Opinion No. 16 "Business Combinations" of the Accounting Principles Board of the American Institute of Certified Public Accountants, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.as amended by applicable pronouncements by the Financial Accounting Standards Board ("APB No. 16");

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 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: (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 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 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 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 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 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 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 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 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 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 followsthat: (iA) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectfor the security interest created by this Agreement, it shall not do create or suffer to exist any act Lien upon 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 of the Collateral, except Permitted Liens, and such Grantor shall (A) defend the Collateral against all Persons at any time claiming any interest therein and (B) file such financing or continuation statements, or amendments thereto, as may be requested by the Collateral Agent to preserve the perfection of the security interests granted hereunder (other than any security interests in Collateral constituting Material Intellectual Property, cease the fixtures); (B) it shall not use or permit any Collateral to be used unlawfully or in material violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (C) it shall not change Grantor’s name or jurisdiction of organization unless it shall have (a) notified Collateral Agent in writing, by executing and delivering to Collateral Agent a completed Security Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 4.1, at least thirty (30) days prior to any such Trademarks change, identifying such new proposed name or fail jurisdiction of organization and (b) taken all actions necessary to maintain the level continuous validity and perfection of Collateral Agent’s security interest in 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 Collateral intended to insure that licensees of such Trademarks use such consistent standards of qualitybe granted hereby; (iiiD) it shall make payment of (i) all taxes, assessments, license fees, levies and other charges of Governmental Bodies imposed upon it which if unpaid, would be reasonably likely to become a Lien on the Collateral that is not a Permitted Lien, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or are reasonably likely to become a Lien upon any of the Collateral other than a Permitted Lien except where such failure to register could not reasonably be expected to for taxes and claims being disputed or contested in good faith and for which adequate reserves 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 Officebeen set aside; (ivE) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectupon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify Collateral Agent in writing of the levy of any legal process against 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 Personthereof; and (ixF) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall (i) within 15 calendar days after either the end of each calendar quarter or the request of the Collateral Agent (at the written direction of the Acting Secured Parties), report to Collateral Agent any new individual item of Collateral acquired by such Grantor during such quarter (other than in the ordinary course of business) that (y) is not Money, Letter-of-Credit Rights, Accounts, Inventory or the subject of the provisions of Section 4.4, and (z) was not previously disclosed hereunder, (ii) provide such other information and take all steps such other actions in connection with such new Collateral as Collateral Agent (at the written direction of the Acting Secured Parties) may reasonably necessary request, and (iii) to protect the secrecy extent not inconsistent with any other applicable provisions of all Trade Secrets, this Agreement (including, without limitation, entering into confidentiality agreements Section 5.1(a)(ii)), take all actions necessary to create and perfect the security interest intended to be created hereby in such new Collateral; provided, however, that any failure to comply with employees the requirements of this Paragraph (F) shall not constitute a Default if (I) the actions previously taken in connection with this Agreement are effective to create and labeling perfect the security interest intended to be created hereby in such new Collateral, or (II) such failure is subsequently remedied at a time when no other Lien (other than a Permitted Lien) on such Collateral shall have attached and restricting access to secret information and documentsbecome perfected.

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 commercially unreasonable act or omit to do any commercially reasonable 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; therein under this Agreement; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect report to any Trademarks constituting Material Intellectual Property, cease the use Lender (i) its filing 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 application 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 EffectPatent, 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 unenforceableTrademark, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in Copyright with the United States Patent and Trademark Office, the United States Copyright Office Office, or any state registry; registry (vwhether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof), (ii) except where its acquisition of ownership of any United States Patent, Trademark or Copyright application or registration by purchase or assignment, and (iii) the failure registration of any United States Patent, Trademark or Copyright by any such office, in each case by executing and delivering to do so could not the Lender (A) a completed Supplement, together with all applicable supplements to Schedules thereto and (B) a grant of security in such Patent, Trademark or Copyright, in a form reasonably be expected satisfactory to have a Material Adverse EffectLender, it shall take all reasonable steps in as applicable, within thirty (30) days of such submission, acquisition or registration, or as soon thereafter as is legally permissible, and promptly file such grant with the United States Patent and Trademark Office, Office or the United States Copyright Office Office, as applicable; provided, that any Intellectual Property or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned rights therein acquired by any Grantor after the date hereof (other than Excluded Assets) shall constitute Collateral as if such would have constituted Collateral at the time of execution hereof and material be subject to its business which the lien and security interest created by this Agreement without further action by any party; (iii) it shall, promptly execute and deliver within thirty (30) days to the Lender at such Grantor’s expense, a certificate or other indicia of ownership where a registration of any United States Patent, Trademark or Copyright is issued hereafter as a result of any application now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b)hereafter pending, and 11(c) execute, deliver and record any document required 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 Effectacknowledge, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringedconfirm, misappropriatedregister, record, 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, perfect the initiation of a suit for injunctive relief and to recover damages; Lender’s security interest therein; (viiiv) 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, including entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; and (v) it shall take all steps reasonably necessary to 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 act whereby any of the Material 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 to the 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 Trademark, Patent or Copyright that is material to the business of Material Intellectual Property may any Grantor has or will become (xa) abandoned or dedicated to the public or placed in the public 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 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 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 (as such schedules may be amended or supplemented from time to time)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 material Trademark, Patent and Copyright that is material to any Grantor a Grantor’s business 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; (vi) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent the filing of any application to register any material Intellectual Property including, but not limited towith 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) 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 material Intellectual Property material to the public domainbusiness of such Grantor, 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 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 (ix) it shall use appropriate statutory notice of registration in connection with its proper marking practices in connection with the use of any of the Patents.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:that until payment in full of all Obligations (other than unmatured contingent 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 Grantor 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 Trustee in writing if it knows that any item of Material the Grantor 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 Grantor 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 the Collateral Trustee (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 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 at the time of delivery of the quarterly and annual financial statements pursuant to have a Material Adverse EffectSection 4.03 of the Indenture, it shall not (nor shall deliver to the licensees or sublicensees under its control) do any act that uses any Material Collateral Trustee 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 required to infringeacknowledge, misappropriateconfirm, register, record, or violate perfect the intellectual property rights Collateral Trustee’s interest in any part of any other Person; andthe Grantor Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior written consent of the Collateral Trustee or as permitted under the Indenture, 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 the Collateral Trustee 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; (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 Grantor 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, after the occurrence and during the continuance of an Event of Default, 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 covenants and agrees as followswith the Joint Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit 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 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 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 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 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 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 in accordance with such Grantor's past practice; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Joint Collateral Agent if it knows knows, has reason to know, or reasonably believes 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 the business of Grantors, taken as a whole, 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 47(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 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 Joint 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 Joint 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 Joint Collateral Agent, execute and deliver to have a Material Adverse Effectthe Joint 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 Joint 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 Joint Collateral Agent or as permitted under the Credit Agreement or, at any time after the First Priority Termination Date, under the Rollover Note Indenture, 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 Joint 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 material to the business of Grantors, taken as a whole, except for Permitted Liens and the Lien created by and under this Security 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 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 that is material to have the business of the Grantors, taken as a Material Adverse Effectwhole, acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets that is material to the business of Grantors, taken as a whole, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to trade 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 during an Event of Default, at the Joint Collateral Agent's reasonable direction, shall take) such action as such Grantor or, during an Event of Default, the Joint Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Joint Collateral Agent shall have the right at any time during 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 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 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 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 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 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 (including each Intellectual Property Security Agreement) 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 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 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; andCredit 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 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 for Intellectual Property that is not in use and has no material value as determined by such act or failure to omission could not reasonably be expected to have a Material Adverse EffectGrantor in its reasonable business judgment, it such Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor included in the Collateral 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 Effectfor Copyrights of no material 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 Propertywork, apply to register the Copyright in the Exhibit E-24 United States Copyright OfficeOffice and such Grantor shall record its interest in any exclusive license of a Copyright to such Grantor in the U.S. Copyright Office within thirty (30) days of the execution of such license; (iviii) 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 knows or has reason to know that any item of Material Intellectual Property included in the Collateral 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 or Office, any state registry; (v) except where , any foreign counterpart of the failure to do so foregoing, or any court arbitral tribunal or regulatory agency, and such event could not be reasonably be expected to have a Material Adverse Effect, it ; (iv) 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, including the payment of applicable fees, to pursue any application for, and maintain any issued Patent and registration of of, each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which that is now or shall become included in the Material Intellectual Property Collateral including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule VI (as such schedules schedule may be amended or supplemented from time to time)) except for those items of Intellectual Property that are no longer in use and have no material value; (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, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all actions deemed advisable in its reasonable actions business judgment to stop such infringement, misappropriation, dilution or dilution other violation 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; (viivi) except such Grantor shall maintain the quality of products and services sold under any Trademark owned by such Grantor at a level that is at least substantially consistent to that prevailing 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 date hereof, and (B) do any act or omit such Grantor shall take all steps necessary to do any act whereby any portion insure that licensees of such Trademarks observe the Copyrights may fall into the public domainstandards of quality contained in their related license agreements; (viiivii) 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 of all material Trade Secrets; (viii) such Grantor shall promptly (but in any event within thirty (30) days) report to the Agent any and all of the following: (i) the filing by such Grantor or on its behalf of any application to register any Intellectual Property owned by such Grantor in whole or in part, includingwith the United States Patent and Trademark Office, without limitationthe United States Copyright Office, entering into confidentiality agreements any state registry or foreign counterpart of the foregoing, (ii) the registration of any Intellectual Property owned by such Grantor in whole or in part by any such office, (iii) the acquisition by such Grantor of any issued Patent, or application or registration of any other Intellectual Property, or (iv) the existence of any contract granting an Intellectual Property license which is in the nature of a contract described in Section 4.7(a)(xii), and, in each case, such Grantor shall immediately notify the Agent thereof and deliver to the Agent supplements to Schedules hereto and signed counterparts of a Trademark Security Agreement, substantially in the form of Exhibit A or such other document suitable for recording a security interest in the applicable type of Intellectual Property, together with employees all supplements to the schedules thereto; (ix) except with the prior consent of the Agent or as permitted under the Credit Agreement, such Grantor shall not execute, and labeling there will not be on file in any public office, any Exhibit E-25 financing statement or other document or instrument, except financing statements or other documents or instruments filed or to be filed in favor of the Agent and restricting access such Grantor shall not sell, assign, transfer, license, grant any option with respect to, or create any Lien upon, any Intellectual Property, except for Permitted Liens and the Liens created by and under this Security Agreement and the other Facility Documents; (x) it shall use commercially reasonable efforts to secret information avoid the inclusion in any Patent License, Copyright License, Trademark License, Trade Secret License or any other Contract regarding Intellectual Property to which it hereafter becomes a party, of provisions that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor's rights and documentsinterests under such Contract or in, any Intellectual Property acquired under such Contracts; (xi) it shall use statutory notices of registration in connection with its use of any of any registered Trademarks, proper marking practices in connection with the use of Patents, if any, and appropriate notices of copyright in connection with the publication of material Copyrighted works; and (xii) 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, such Grantor may take (and, at the Agent's reasonable direction, shall take) such action as such Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the 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, 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 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 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 have a Material Adverse Effect upon the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effectthe extent Grantor determines in its reasonable business judgment, 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 qualityquality sufficient to maintain the validity and Grantors' ownership of the respective license agreement and licensed marks; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within sixty (60) 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; all exclusive Copyright licenses under which any Grantor is the licensee have been duly recorded in the U.S. Copyright Office and are listed on Schedule 3.7; (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(aSchedule 3.7(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 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 and shall not permit any licensee statement of use in connection with any "intent to use" trademark with the United States Patent and Trademark Office, the United States Copyright Office, or sublicensee thereof under its control to) (A) do any act state registry 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, (a) each Grantor shall not execute, nor authorize the filing 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 (b) 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 such contract or in any Intellectual Property; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secretsmaterial trade secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property, including, without 30 34 limitation, entering into confidentiality agreements with employees and labeling and restricting access to material secret information and documents; (xii) it shall use proper statutory notice and marketing practices in connection with its use of any of the material Intellectual Property, to the extent that such is legally required in order to obtain all available types of damages, make all available claims, and defeat available defenses; 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 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 Foreign Grantor to notify, any obligors of such Foreign Grantor 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 payment in full of all Secured Obligations (other than unmatured contingent obligations), the cancellation or termination in full of the Total Revolving Loan Commitment, the cancellation or expiration of all outstanding Letters of Credit, the expiration or termination of all Secured Hedging Agreements and the expiration or termination of all Secured Cash Management Agreements: (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 Grantor 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) therein except as to the extent a particular item of Intellectual Property is no longer material or necessary to the business of such Grantor or that the same 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; (iiiii) it shall, within a reasonable time from the creation or acquisition of any Copyrightable work the registration of which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office where warranted in the Grantor’s reasonable business judgment, except where such the failure to register do the same 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; (iviii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly (within a reasonable time after any Grantor obtains knowledge thereof) notify the Collateral Agent if it knows that any item of Material the Grantor Intellectual Property may that is material to the business of any Grantor has become (xA) abandoned or dedicated to the public or placed in the public domain, (yB) invalid or unenforceable, or (zC) subject to any 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 Office, any state registry or any state registrycourt; (viv) except it shall, where the failure to do so could not reasonably be expected to have a Material Adverse Effectwarranted in any Grantor’s reasonable business judgment, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, 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 Grantor 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); (v) it shall (within a reasonable time after any Grantor obtains knowledge thereof) report to the Collateral Agent (A) the filing of any application to register any material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (B) the registration of any material 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; (vi) except where it shall, promptly upon the failure reasonable request of the Collateral Agent, execute and deliver to do so could not reasonably be expected the Collateral Agent any document required to have a Material Adverse Effectacknowledge, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringedconfirm, misappropriatedregister, record, or diluted by a third partyperfect the Collateral Agent’s interest in any part of the Grantor Intellectual Property, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, whether now owned 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;hereafter acquired; and (vii) except as could not reasonably be expected to have a Material Adverse Effectafter the occurrence and during the continuance of an Event of Default, it shall not (and shall not permit any licensee continue to collect, at its own expense, all amounts due or sublicensee thereof under its control to) (A) do any act to become due to such Grantor in respect of the Grantor Intellectual Property or omit to do any act whereby 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, after the occurrence and during the continuance of an Event of Default, 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 Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion existence 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 documentssecurity 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 Effectif consistent with reasonable business judgment, 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 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 Propertyowned by such 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 such 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 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 OfficeOffice or the Canadian counterpart thereof, of applicable; (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 any Grantor is likely to 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 the business of any Grantor 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)Collateral; (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 such 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 confirm, register, record, or perfect the licensees or sublicensees under its control) do Collateral Agent's interest in any act that uses any Material part of the Intellectual Property to infringeCollateral, 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 Agent or as permitted under the Term Loan 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 Collateral, 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 SecretsSecrets material to the business of any Grantor, 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 Intellectual Property owned by such Grantor; 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 followsthat: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectfor the security interest created by this Agreement and the other Collateral Documents, it shall not do create or suffer to exist any act Lien upon or omit with respect to do any act whereby any of the Material Intellectual Property of such Collateral, except Permitted Liens, and Grantor may lapse, or become abandoned, dedicated to shall defend 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 Collateral against all Persons at any time claiming any interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall notnot produce, with respect use or permit any Collateral to any Trademarks constituting Material Intellectual Property, cease the use be used unlawfully or in violation of any provision of such Trademarks this Agreement or fail to maintain any applicable statute, regulation or ordinance or any policy of insurance covering 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 qualityCollateral; (iii) except where such failure it shall not change 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 permitted by the Note and provided that it shall have (a) notified the Lender in writing, by executing and delivering to register could not reasonably be expected to have the Lender a Material Adverse Effectcompleted Supplement, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright substantially in the United States Copyright Office;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, type of organization, jurisdiction of organization or trade name and providing such other information in connection therewith as the Lender may reasonably request and (b) taken all actions necessary, advisable or reasonably requested by the Lender to maintain the continuous validity, perfection and the same or better priority of the Lender’s security interest in the Collateral intended to be granted and agreed to hereby; ​ (iv) if the Lender or any Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes; (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, except where to the extent the validity thereof is being contested in good faith; provided, 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 Grantor or any of the Collateral as a result of the failure to do so could not reasonably be expected to have a Material Adverse Effectmake such payment; (vi) upon Grantor or any officer of Grantor obtaining knowledge thereof, it shall promptly notify the Collateral Agent if it knows Lender 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 Effect, it shall take all reasonable steps in Effect on the United States Patent and Trademark Officevalue of the Collateral or any portion thereof, the United States Copyright Office ability of Grantor or the Lender to dispose of the Collateral 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, misappropriatedportion thereof, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution the rights 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 SecretsLender in relation thereto, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access the levy of any legal process against the Collateral or any portion thereof; (vii) it shall not take or permit any action which could impair the Lender’s rights in the Collateral; and (viii) it shall not sell, transfer or assign (by operation of law or otherwise) or exclusively license to secret information and documentsanother Person any Collateral except as otherwise permitted by the Note.

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 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 Scout and Fitzgeralds hereby covenants specifically covenant and agrees as followsagree that, on and after the date of this Agreement: (a) Scout shall timely deliver and provide to Fitzgeralds all of the documents and things required to be provided by or on behalf of Scout to Fitzgeralds as provided in Section 6.1 above; and Scout shall use commercially reasonable efforts to fulfill prior to the Closing Date, and to assist Fitzgeralds in fulfilling, on a timely basis and with all due diligence, each of the conditions precedent set forth in Section 6.1 above and all other conditions to this Agreement. (b) Fitzgeralds shall have the right to enter onto and inspect and test the Property, to interview tenants and personnel, and to inspect and have complete access to all documents in Scout's possession or under Scout's control relating thereto (including, without limitation, all books and records, leases, maintenance records and structural information), provided that Fitzgeralds shall timely pay for all such inspections and tests, discharge all liens which may arise therefrom and repair or restore any and all damage or injury to the Property resulting from such inspections and tests subject to the terms of Section 3. above. (c) Scout shall (i) except where such act manage, maintain, insure, lease, operate, and service the Property, or failure cause the Property to omission could not reasonably be expected to have a Material Adverse Effectmanaged, it shall not do any act or omit to do any act whereby any maintained, insured, leased, operated and serviced, consistent with past practices of Scout in its operation of the Material Intellectual Property of such Grantor may lapseProperty, 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 keep the Property and every portion thereof in good working order and repair 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 that existing on the date hereof, except for normal use, wear and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; tear, (iii) except where such failure to register could not reasonably be expected to have maintain a Material Adverse Effectsufficient inventory of supplies, it shallmaterials, promptly following equipment and other personal property for the creation or acquisition proper management, maintenance, operation and servicing of any Copyrightable work constituting Material Intellectual the Property, apply to register the Copyright in the United States Copyright Office; (iv) except where not remove or permit 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 removal of any item of Material Intellectual Personal 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; fixtures from the Property unless such items are replaced immediately with Personal Property or fixtures of equal or greater value, (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take timely perform 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 obligations under 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 SecretsContract Obligations, including, without limitation, entering the Ground Lease, Tenant Occupancy Leases and Laws and Restrictions including, without limitation, the payment of all bills, charges, invoices, salaries, benefits, and other expenses arising in connection with the Property, (vi) not modify, terminate, cancel, extend, or amend any existing Contract Obligations, nor enter into confidentiality agreements with employees any new contracts or arrangements which will affect the Property on or after the Closing Date without Fitzgeralds' consent, which consent shall not be unreasonably withheld or delayed, (vii) not modify, terminate, cancel, extend or amend any existing Tenant Occupancy Lease, nor accept any payment of rent or other charges from any tenant of the Property applicable to a period exceeding one month in advance, nor apply any security deposit to rent due from any tenant of the Property, nor grant any material consent relating to any existing Tenant Occupancy Lease, nor enter into any new lease, work letter agreement, improvement agreement, or other rental agreement affecting the Property without Fitzgeralds' prior written approval except in the ordinary course of business, and labeling and restricting access (viii) not employ any additional person(s) at the Property or change the terms of or terminate any existing employee's employment at the Property without Fitzgeralds' prior written consent. (d) Scout shall promptly notify Fitzgeralds in writing of any event or circumstance which adversely affects Scout's ability to secret information and documentsperform its obligations under this Agreement in a timely manner, or the likelihood of timely satisfaction of the conditions precedent set forth above, or the truth of any representation or warranty contained herein.

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 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 to the 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 Trademark, Patent or Copyright that is material to the business of Material Intellectual Property may any Grantor has or will become (xa) abandoned or dedicated to the public or placed in the public 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 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 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 (as such schedules may be amended or supplemented from time to time)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 material Trademark, Patent and Copyright that is material to any Grantor a Grantor’s business 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; (vi) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent the filing of any application to register any material Intellectual Property including, but not limited towith 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) 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 Intellectual Property material to the public domainbusiness of such Grantor, 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 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 (ix) it shall use appropriate statutory notice of registration in connection with its proper marking practices in connection with the use of any of the Patents.

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 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; (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 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(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 any Material Intellectual Property owned by or exclusively licensed to any Grantor that is or has been material to the business of 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 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 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) and (ii) the registration 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 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 part of such Intellectual Property, whether now owned 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 Collateral Agent, subject to the terms of the Intercreditor Agreement, or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Term Loan 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 or the First Lien 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 Person; andCredit Documents and the First Priority 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 SecretsSecrets material to the business of any Grantor, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; and (x) it shall continue to collect, at its own expense, and in accordance with reasonable business practices, all material 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, upon the occurrence and during the continuance of any 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 Grantor hereby covenants and agrees as followswith the Collateral Agent and each other Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments and the cancellation or expiration of all Outstanding Letters of Credit 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 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 the validity, grant, or enforceability of the security interest granted therein;; PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION (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 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 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 within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantors, taken as a whole, apply to register the Copyright in the United States Copyright OfficeOffice in accordance with such Grantor's past practice; (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 knows, has reason to know, or reasonably believes 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 the business of Grantors, taken as a whole, 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 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 the Collateral Agent any document (including, without limitation, a Material Adverse EffectGrant of Trademark Security Interest in the form of Exhibit E hereto or a Grant of Copyright Security Interest in the form of Exhibit F hereto) 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 PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION 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 material to the business of Grantors, taken as a whole, except for Permitted Liens and the Lien created by and under this Security 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 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 that is material to have the business of the Grantors, taken as a Material Adverse Effectwhole, acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets that is material to the business of Grantors, taken as a whole, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to trade 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 during an Event of Default, at the Collateral Agent's reasonable direction, shall take) such action as such Grantor or, during an Event of Default, 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 during 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 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 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 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 Grantor, the maintenance of or registration of which 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(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); (viii) it shall promptly (but, except where in the failure to do so could not reasonably be expected to have a Material Adverse Effectcase of (II) below, in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the event that Collateral Agent (x) the filing of any Material application to register any Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringedwith the United States Patent and Trademark Office, misappropriatedthe United States Copyright Office, or diluted any state registry or foreign counterpart of the foregoing (whether such application is filed by a third party, such Grantor shall promptly take all reasonable actions to stop such infringementor through any agent, misappropriationemployee, licensee, or dilution designee thereof) and protect its rights in such Material (y) the registration of any Intellectual Property includingby any such office, in each case by executing and delivering to the Collateral Agent (I) a completed Pledge Supplement, together with all Supplements to Schedules thereto, and (II) upon the request of the Collateral Agent, an applicable Grant for recordation with respect thereto in the applicable intellectual property registries, including but not limited toto the United States Patent and Trademark Office and the United States Copyright Office, provided, the initiation failure of any Grantor to execute the Pledge Supplement or submit a suit Grant for injunctive relief recordation with respect to any additional Intellectual Property shall not impair the security interest of the Collateral Agent therein or otherwise adversely affect the rights and to recover damagesremedies of the Collateral Agent hereunder with respect thereto; (viiiii) 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 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 it 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 Intellectual Property, except for Permitted Liens or as otherwise permitted 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 domainCredit Agreement; (viiiiv) 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; (ixv) 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 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, including, without limitation, including 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; (vi) 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, any Grantor may take (and, at the Collateral Agent's reasonable direction, shall take) such action as such Grantor or, subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, 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 after 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 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 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 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 4.6(a)(i) stand in the name of a Grantor and shall immediately provide the Parity 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 4.6(a)(i) stand in the name of a Material Adverse Effect, Grantor and shall immediately provide Parity 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 4.6(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 Parity 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 4.6(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 Parity 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 Parity 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 Parity 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 Parity Lien Collateral Trustee, execute and deliver to the Parity Lien Collateral Trustee any document required to acknowledge, confirm, register, record, or perfect the Parity 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 Parity Lien Collateral Trustee or as permitted under the each of 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 be filed in favor of the Parity 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 Parity 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 Parity 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 Parity 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 as follows: (i) except where for Intellectual Property that is not in use and has no material value as determined by such act or failure to omission could not reasonably be expected to have a Material Adverse EffectGrantor in its reasonable business judgment, it such Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor included in the Collateral 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 Effectfor Copyrights of no material 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 Propertywork, apply to register the Copyright in the United States Copyright OfficeOffice and such Grantor shall record its interest in any exclusive license of a Copyright to such Grantor in the U.S. Copyright Office within thirty (30) days of the execution of such license; (iviii) 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 knows or has reason to know that any item of Material Intellectual Property included in the Collateral 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 or Office, any state registry; (v) except where , any foreign counterpart of the failure to do so foregoing, or any court arbitral tribunal or regulatory agency, and such event could not be reasonably be expected to have a Material Adverse Effect, it ; (iv) 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, including the payment of applicable fees, to pursue any application for, and maintain any issued Patent and registration of of, each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which that is now or shall become included in the Material Intellectual Property Collateral including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate SCHEDULE VI (as such schedules schedule may be amended or supplemented from time to time)) except for those items of Intellectual Property that are no longer in use or have no material value; (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, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all actions deemed advisable in its reasonable actions business judgment to stop such infringement, misappropriation, dilution or dilution other violation 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; (viivi) except such Grantor shall maintain the quality of products and services sold under any Trademark owned by such Grantor at a level that is at least substantially consistent to that prevailing 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 date hereof, and (B) do any act or omit such Grantor shall take all steps necessary in accordance with reasonable business practice to do any act whereby any portion insure that licensees of such Trademarks observe the Copyrights may fall into the public domainstandards of quality contained in their related license agreements; (viiivii) 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 of all material Trade Secrets; (viii) such Grantor shall promptly (but in any event within thirty (30) days) report to the Agent any and all of the following: (i) the filing by such Grantor or on its behalf of any application to register any Intellectual Property owned by such Grantor in whole or in part, includingwith the United States Patent and Trademark Office, without limitationthe United States Copyright Office, entering into confidentiality agreements any state registry or foreign counterpart of the foregoing, (ii) the registration of any Intellectual Property owned by such Grantor in whole or in part by any such office, (iii) the acquisition by such Grantor of any issued Patent, or application or registration of any other Intellectual Property, or (iv) the existence of any contract granting an Intellectual Property license which is in the nature of a contract described in SECTION 4.7(a)(xii), and, in each case, such Grantor shall immediately notify the Agent thereof and deliver to the Agent supplements to Schedules hereto and signed counterparts of a Patent Security Agreement and a Trademark Security Agreement suitable for recording a security interest in the applicable type of Intellectual Property, together with employees all supplements to the schedules thereto; (ix) except with the prior consent of the Agent or as permitted under the Credit Agreement, such Grantor shall not execute, and labeling there will not be on file in any public office, any financing statement or other document or instrument, except financing statements or other documents or instruments filed or to be filed in favor of the Agent and restricting access such Grantor shall not sell, assign, transfer, license, grant any option with respect to, or create any Lien upon, any Intellectual Property, except for Permitted Liens and the Liens created by and under this Security and Pledge Agreement and the other Facility Documents; (x) it shall use commercially reasonable efforts to secret information avoid the inclusion in any Patent License, Copyright License, Trademark License, Trade Secret License or any other Contract regarding Intellectual Property to which it hereafter becomes a party, of provisions that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor's rights and documentsinterests under such Contract or in, any Intellectual Property acquired under such Contracts; (xi) it shall use statutory notices of registration in connection with its use of any registered Trademarks, proper marking practices in connection with the use of Patents, if any, and appropriate notices of copyright in connection with the publication of material Copyrighted works; and (xii) 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, such Grantor may take (and, at the Agent's reasonable direction, shall take) such action as such Grantor or the Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the 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 not material to its business as determined in good faith in 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 omit to do any act whereby any of the Material material Intellectual Property of owned by 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 Propertyat its own expense, 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 Office, 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 as determined in good faith in such Grantor’s reasonable business judgment which is now or shall become included in the Material Intellectual Property included in the Collateral 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); (viiii) except where to the failure to do so could not reasonably be expected to have a Material Adverse Effect, extent determined in the event good faith in such Grantor’s reasonable business judgment that any Material Intellectual Property owned by or exclusively licensed to any such 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 damages, as applicable; (viiiv) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (report to the Collateral Agent and shall not permit any licensee or sublicensee thereof under its control to) the Administrative Agent (A) do the filing of any act application to register any Intellectual Property material to the conduct of its business with the United States Patent and Trademark Office or omit to do the United States Copyright Office (whether such application is filed by such Grantor or through any act whereby any portion of the Copyrights may become invalidated agent, employee, licensee, or otherwise impaired and designee thereof), (B) do the acquisition of any act such application or omit registration by purchase or assignment, and (C) the registration of any such Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent and the Administrative Agent a completed Pledge Supplement in each case of the Copyrights may fall into preceding clauses (A), (B) and (C), no later than the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall Quarterly Update Date for the licensees Fiscal Quarter during which such filing 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 Personregistration was made; 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 within a reasonable period of time upon the reasonable request of the Collateral Agent, execute and deliver to protect the secrecy Collateral Agent and the Administrative Agent at such Grantor’s expense any document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of all Trade Secretsthe material Intellectual Property registered in the United States, 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 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 5.1 Of the Company. The Company covenants and agrees with the several Underwriters as follows: (a) The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise you promptly and, if requested by you, will confirm such advice in writing (i) when the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Act, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purposes and (v) within the period of time referred to in Section 5(h) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of any event that comes to the attention of the Company that makes any statement made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions thereto or changes therein in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. The Company will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the first business day immediately following the date hereof. (b) The Company will furnish to you, without charge, two signed duplicate originals of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, and will also furnish to you, without charge, such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto as you may reasonably request. (c) The Company will promptly file with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Act or requested by the Commission. (d) The Company will furnish a copy of any amendment or supplement to the Registration Statement or to the Prospectus or any Issuer Free Writing Prospectus to the Representative and obtain your consent prior to filing any of those with the Commission, which consent shall not be unreasonably withheld or delayed. (e) The Company will retain in accordance with the Act all Issuer Free Writing Prospectuses not required to be filed pursuant to the Act; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify you and, upon your request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as they may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance; (f) Prior to the execution and delivery of this Agreement, the Company has delivered or will deliver to you, without charge, in such quantities as you have requested or may hereafter reasonably request, copies of each form of the Preliminary Prospectus. Consistent with the provisions of Section 5(h) hereof, the Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Preliminary Prospectus so furnished by the Company. (g) As soon after the execution and delivery of this Agreement as is practicable and thereafter from time to time for such period as in the reasonable opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or a dealer (the "Prospectus Delivery Period"), and for so long a period as you may request for the distribution of the Shares, the Company will deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) as they may reasonably request. The Company consents to the use of the Prospectus and the Time of Sale Information (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer. If at any time prior to the later of (i) the completion of the distribution of the Shares pursuant to the offering contemplated by the Registration Statement or (ii) the expiration of prospectus delivery requirements with respect to the Shares under Section 4(3) of the Act and Rule 174 thereunder, any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus to comply with the Act or any other law, the Company will forthwith prepare and, subject to Section 5(a) hereof, file with the Commission and use its best efforts to cause to become effective as promptly as possible an appropriate supplement or amendment thereto, and will furnish to each Underwriter who has previously requested Prospectuses, without charge, a reasonable number of copies thereof. (h) The Company will cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may reasonably designate and will file such consents to service of process or other documents as may be reasonably necessary in order to effect and maintain such registration or qualification for so long as required to complete the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general service of process in suits, other than those arising out of the offering or sale of the Shares, as contemplated by this Agreement and the Prospectus, in any jurisdiction where it is not now so subject. In the event that the qualification of the Shares in any jurisdiction is suspended, the Company shall so advise you promptly in writing. (i) The Company will make generally available to its security holders an earnings statement (in form complying with the provisions of Rule 158), which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and the Rule 462 Registration Statement, if any, and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which earnings statement shall satisfy the provisions of Section 11(a) of the Act. (j) During the period ending three years from the date hereof, the Company will furnish to you and, upon your request, to each of the other Underwriters, (i) as soon as available, a copy of each proxy statement, quarterly or annual report or other report of the Company mailed to stockholders or filed with the Commission, the NASD or NASDAQ Stock Market, Inc. ("NASDAQ") or any national securities exchange and (ii) from time to time such other information concerning the Company as you may reasonably request. (k) If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (except where pursuant to a termination under Section 12 hereof) or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to perform in all material respects any agreement herein or to comply in all material respects with any of the terms or provisions hereof or to fulfill in all material respects any of the conditions of this Agreement, the Company agrees to reimburse you and the other Underwriters for all out-of-pocket expenses (including travel expenses and reasonable fees and expenses of counsel for the Underwriters, but excluding wages and salaries paid by you) reasonably incurred by you in connection herewith. (l) The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder in accordance in all material respects with the statements under the caption "Use of Proceeds" in the Prospectus. (m) For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the "Lock-Up Period"), the Company will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Common Stock issued pursuant to this Agreement or employee benefit plans, qualified stock option plans or other employee compensation plans, or recapitalization agreements existing on the date hereof and listed on Schedule V hereto, or pursuant to currently outstanding options, warrants or rights and other than Common Stock or other securities of the Company sold in a private transaction in which the recipient of such act securities agrees to be bound by the restrictions in this Section 5.1(m)), or failure sell or grant options, rights or warrants with respect to omission could any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the grant of options, rights, warrants or restricted stock pursuant to plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing. (n) Prior to the Closing Date or the Additional Closing Date, as the case may be, the Company will furnish to you, as promptly as possible, copies of any unaudited interim financial statements of the Company and its subsidiaries for any period subsequent to the periods covered by the financial statements appearing in the Prospectus. (o) The Company will comply with all provisions of any undertakings contained in the Registration Statement. (p) The Company will not at any time, directly or indirectly, take any action designed, or which might reasonably be expected to have a Material Adverse Effectcause or result in, it shall not do any act or omit which will constitute, stabilization or manipulation of the price of the shares of Common Stock to do any act whereby facilitate the sale or resale of any of the Material Intellectual Property Shares. (q) The Company will timely file with NASDAQ all documents and notices required by NASDAQ of companies that have or will issue securities that are traded on NASDAQ. (r) The Company shall engage and maintain, at its expense, a transfer agent and, if necessary under the jurisdiction of its incorporation or the rules of any national securities exchange on which the Common Stock will be listed, a registrar (which, if permitted by applicable laws and rules may be the same entity as the transfer agent) for the Common Stock. (s) In connection with the Directed Share Program, the Company shall use its reasonable efforts to ensure that the Directed Shares will be restricted to the extent required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. The DSP Underwriter will notify the Company as to which DSP Participants will need to be so restricted. The Company shall direct the transfer agent to place stop transfer restrictions upon such Grantor may lapsesecurities for such period of time. Should the Company release, or become abandonedseek to release, 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 from such restrictions any 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 OfficeDirected Shares, the United States Copyright Office or Company shall reimburse the Underwriters for any state registry; reasonable expenses (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 legal expenses) they incur in connection with employees and labeling and restricting access to secret information and documentssuch release.

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 act, failure 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(a10(a), 11(b10(b), and 11(c10(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; (x) each Grantor agrees, within fourteen (14) days of the Issue Date, to provide the Collateral Agent with a complete and accurate list of all U.S. registered and applied for Intellectual Property owned by such Grantor, and to execute all documents necessary to perfect the security interest granted herein; and (xi) Each Grantor will take reasonable steps to clear and correct defects in the chain of title (including any Liens other than Permitted Liens) of the Intellectual Property owned by such Grantor by making appropriate filings with the United States Patent and Trademark Office and United States Copyright Office promptly upon learning of such defect and will provide evidence of such filings promptly upon receipt thereof from the United States Patent and Trademark Office and United States Copyright Office, as applicable.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i1) except where 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 could reasonably be expected to adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could at the Joint Collateral Agent's request Grantor shall, or with not reasonably be expected less than fifteen (15) days' notice to have a Material Adverse Effect, it shall not, with respect the Joint Collateral Agent prior to filing any Trademarks constituting Material Intellectual Property, cease copyright application of the use of any details of such Trademarks proposed application (or fail shorter notice period, to maintain the level extent that delaying the filing of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with copyright application would adversely affect the quality of such products and services as of the date hereofGrantor's rights to enforce its copyright against an alleged infringer), 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 Propertymay, apply to register any unregistered Copyrightable work which is material to the Copyright business of Grantor, in the United States Copyright OfficeOffice and; in each case, Grantor shall, concurrently with such notice, execute and deliver to the Joint Collateral Agent 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 Copyright Security Agreement substantially in the form of Annex D, together with all supplements to the schedules thereto; (iv3) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Joint Collateral Agent if it knows or has reason to know that any item of Material material Intellectual Property may that is material to the business of any Grantor is likely to become or be (xa) other than as a result of the expiration in the ordinary course of a non-renewable term, abandoned or dedicated to the public or placed in the public domain, (y) or invalid or unenforceable, or (zb) 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, or (c) within the statutory period in which statutory termination rights can be exercised; (v4) except where the failure subject to do so could not reasonably be expected to have a Material Adverse Effectclause (2) above, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any Office, each state registryregistry and each foreign counterpart of the foregoing, to pursue any application and maintain any registration of each material 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 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); (vi5) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that that, to the Grantor's knowledge, any Material material Intellectual Property owned by by, or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third another 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 damages; (vii6) except as could not reasonably be expected to have a Material Adverse Effectthe extent required to prevent material Trademarks from becoming invalid, 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 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 Trademark, and each Grantor shall take all steps necessary to do any act whereby any portion insure that licensees of the Copyrights may fall into the public domainsuch 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 shall take all commercially reasonable steps reasonably necessary required to protect the secrecy and proprietary nature 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 forty-five (45) days after the fact) report to the Joint Collateral Agent (i) the filing of any application to register any Trademarks and Patents (whether it owns in whole or in part) 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, licensor, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office (but only to the extent that there was no recordation of the Joint Collateral Agent's security interst made with respect to the application for such registration) or (iii) the acquisition of any application or registration and, in each case, shall, concurrently with such report to the Joint Collateral Agent, execute and deliver to the Joint Collateral Agent 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, or Patent Security Agreement, substantially in the form of Annexes B, and C, as applicable together with all supplements to the schedules thereto; (9) except with the prior consent of the Joint Collateral Agent or as permitted under the Indenture, 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 Joint Collateral Agent and each Grantor shall not (i) outside the ordinary course of business, sell, assign, transfer, license or grant an option to do any of the foregoing with respect to any material Intellectual Property or any material Intellectual Property License, or (ii) create or suffer to exist any Lien upon or with respect to the Intellectual Property it owns or with regard to any Intellectual Property License, except for the Lien created by and under this Agreement and the other Transaction Documents; (10) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion or absence, as applicable, in any contract to which it hereafter becomes a party of any provision the inclusion or absence, as applicable, of which would impair or prevent the creation, perfection or enforcement 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 required statutory notices and in connection with its use of any of material Intellectual Property; (12) it shall make commercially reasonable efforts to 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 such action as such Grantor may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Joint Collateral Agent shall have the right at any time, to notify, or require to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby; and (13) it shall within 60 days of the date hereof request all consents necessary or advisable to permit the Restricted Patents to be subject to the security interest of the Joint Collateral Agent or to permit the Joint Collateral Agent to exercise remedies with respect thereto.

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 Security Interest upon or with respect to any of the Collateral, except Permitted Security Interests, 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 could be used unlawfully or in violation of any applicable statute, regulation or ordinance (except any violation that has not had and is not reasonably be expected likely 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 violation of any policy of such Trademarks or fail to maintain insurance covering 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 qualityCollateral; (iii) except where such failure it shall not change its name, type of organization, jurisdiction of organization, chief executive office or corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to register could not reasonably be expected to have the Collateral Agent a Material Adverse Effectcompleted Pledge Supplement, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright substantially in the United States Copyright Officeform of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30) days (or such lesser time as may be agreed by the Collateral Agent) prior to any such change or establishment, identifying such new proposed name, type of organization, jurisdiction of organization, chief executive office or corporate structure 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) 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 where to the extent the validity thereof is being contested in good faith; 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 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 registrymake such payment; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall not take all reasonable steps or permit any action which could impair the Collateral Agent's rights 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);Collateral; and (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 sell, transfer or assign (and shall not permit by operation of law or otherwise) 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) Collateral except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall Permitted Sales or as otherwise permitted under 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 documentsCredit Agreement.

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 Effectfor the security interest created by this Agreement, it shall not do create or suffer to exist any act Lien upon or omit with respect to do any act whereby any of the Material Intellectual Property of such Grantor may lapseCollateral, or become abandonedexcept Permitted Liens, dedicated to and it shall defend 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 Collateral against all Persons at any time claiming any interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall notnot produce, with respect use or permit any Collateral to any Trademarks constituting Material Intellectual Property, cease the use be used unlawfully or in violation of any provision of such Trademarks this Agreement or fail to maintain any applicable statute, regulation or ordinance or any policy of insurance covering 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 qualityCollateral; (iii) except where it shall not change its name, identity, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business (or principal residence if such failure Grantor is a natural person), chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Agent in writing, at least thirty (30) days prior to register could not any such change or establishment, identifying such new proposed name, identity, Exhibit E-11 corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Agent may reasonably be expected request and (b) taken all actions necessary or advisable to have a Material Adverse Effectmaintain the continuous validity, it shall, promptly following perfection and the creation same or acquisition better priority of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright Agent's security interest in the United States Copyright OfficeCollateral granted or intended to be granted and agreed to hereby; (iv) 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 where to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside on such Grantor's books in accordance with GAAP; 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 do so could not reasonably be expected to have a Material Adverse Effectmake such payment; (v) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall promptly notify the Agent in writing of any event that may materially and adversely affect the value of the Collateral or any material portion thereof, the ability of such Grantor or the 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 rights and remedies of proceedings) the Agent in any action or proceeding in the United States Patent and Trademark Officerelation thereto, including, without limitation, the United States Copyright Office levy of any legal process against the Collateral 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)portion thereof; (vi) except where it shall not take or permit any action which could impair the failure to do so could not reasonably be expected to have a Material Adverse Effect, Agent's rights 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 damagesCollateral; (vii) except as could not reasonably be expected to have a Material Adverse Effectexpressly permitted by the Credit Agreement, it shall not sell, transfer or assign (and shall not permit by operation of law or otherwise) 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;Collateral; and (viii) except such Grantor will take, and will cause each of its Subsidiaries to take, all action or actions as could not reasonably may 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 prevent 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 documentsCollateral from becoming fixtures.

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 outside of the normal course of its business whereby any of the Material its Intellectual Property that is material to the business of such Grantor may will lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of except as would not have a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereinMaterial Adverse Effect; (ii) except as could such Grantor otherwise determines in its reasonable business judgment in the normal course of business, or as would not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any of its 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 take commercially reasonable steps to insure that licensees of such Grantor’s Trademarks use its standards of quality in the level manufacture, distribution, and sale of the quality of all products sold and in the provision of all services rendered under any of or in connection with such Trademark at a level Trademarks at least substantially consistent with the standards of quality of such products and services maintained 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 within a commercially reasonable time notify the Collateral Agent if it knows or has reason to know that any item of Material its 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 unenforceable, or (zc) the subject to of any materially 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, any state intellectual property registry, or any state registrycourt; (viv) except where as such Grantor otherwise determines in its reasonable judgment in the failure to do so could not reasonably be expected to have a Material Adverse Effectnormal course of its business, it shall take all commercially reasonable steps as it may deem necessary or appropriate in its reasonable business judgment in the United States Patent and Trademark Office, the United States Copyright Office or any intellectual property state registry, registry 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 4.10(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); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event any Grantor becomes aware that any Material Intellectual Property owned by or exclusively licensed such Grantor that is material to any Grantor the business is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall shall, if consistent with its reasonable business judgment in the normal course of its business, 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 towhere commercially reasonable, the initiation of a suit for injunctive relief and to recover damages); (vi) it shall promptly (but in no event more than ninety (90) days after such Grantor obtains knowledge thereof) report to the Collateral Agent (i) 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 intellectual property state registry (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration with any such office of any Intellectual Property owned by any such Grantor, 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) it shall, execute and deliver to the Collateral Agent any document reasonably requested by such Collateral Agent to acknowledge, confirm, register, record, or perfect such Collateral Agent’s security interest in any part of the Intellectual Property, other than any foreign Intellectual Property, whether now owned or hereafter owned by such Grantor (including, but not limited to Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements in the form of Exhibits D, E and F, respectively); (viii) except with the 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 effective financing statement or other document or instruments for security purposes, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and, except as could permitted in the Credit Agreement, each Grantor shall not reasonably be expected sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the material Intellectual Property owned by such Grantor, except for the Lien created by and under this Agreement and the other Loan Documents; (ix) it shall use commercially reasonable efforts so as not to permit the inclusion in any material Copyright License, Trademark License, or Patent License to which it hereafter becomes a party of any provision that prevents the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in such Copyright License, Trademark License, or Patent License; (x) it shall, if consistent with its reasonable business judgment in the normal course of business, take commercially reasonable steps to protect the secrecy of all of its Trade Secrets; (xi) except as would not have a Material Adverse Effect, it shall not (and shall not permit use commercially reasonable efforts to use proper statutory notice in connection with its use of 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 owned or exclusively licensed by it and material to infringe, misappropriate, or violate the intellectual property rights of any other Personits business; and (ixxii) except where as such Grantor otherwise determines in its reasonable business judgment in the failure to do so could not reasonably be expected to have a Material Adverse Effectnormal course of its business, it shall continue to collect, at its own expense (as between such Grantor and Collateral Agent), all amounts due or to become due to such Grantor in respect of the Intellectual Property material to the business or any portion thereof. In connection with such collections, each Grantor may take all steps (and, at the Collateral Agent’s reasonable direction (only upon 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 reasonably advisable to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, the Collateral Agent shall have the right at any time (only upon 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 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 in any material respect 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 Effect, it shall not, unless consistent with reasonable commercial judgment, 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 (xA) abandoned or dedicated to the public or placed in the public domain, (yB) invalid or unenforceable, or (zC) 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 OfficePTO, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court, other than routine office actions in the ordinary course of prosecution; (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 OfficePTO, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any material application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and the maintenance or registration of which is material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those material items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule 3.5 (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 such Grantor is or has been infringed, misappropriated, or diluted by a third partyparty in any material respect, such Grantor shall promptly take all commercially reasonable actions to stop protect 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 where appropriate and to recover damages; (viivi) 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 towithin no more than thirty days after the end of each quarterly period of the fiscal year in which such Grantor obtains knowledge thereof) report 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, 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 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) it shall execute and deliver to the Collateral Agent Intellectual Property Security Agreements and such other document reasonably required to acknowledge, confirm, register, record, or omit to do perfect the Collateral Agent’s interest in the United States in any act whereby any portion part of the Copyrights may fall into registered or applied-for Intellectual Property, whether now owned or hereafter acquired, which is established under the public domainlaws of the United States or any state thereof; (viii) except with the prior consent of the Collateral Agent (such consent to be given or withheld at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes) or as could permitted under the Indenture, (A) 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 which remain in effect, except financing statements or other documents or instruments filed or to have a Material Adverse Effect, it be filed in favor of the Collateral Agent or in connection with Permitted Liens and (B) such Grantor shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringesell, misappropriateassign, transfer, or violate grant any option for purposes of granting a security interest, or create or suffer to exist any Lien upon or with respect to the intellectual property rights Intellectual Property, except for the Lien created by and under this Security Agreement and the other Notes Documents or Permitted Liens (or as otherwise permitted under the Indenture) and any licenses in existence on the date hereof or granted in the ordinary course of any other Person; andbusiness; (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 not which it hereafter becomes a party of any provision that would be reasonably be expected likely 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 Intellectual Property material to its business acquired under such contracts; (x) it shall take all commercially reasonable 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 material to its business, including, without limitationfor example, entering into confidentiality agreements with key employees and labeling and restricting access to secret information and documents, except to the extent that a Trade Secret is no longer material to the business of such Grantor; (xi) it shall use all necessary and proper statutory notice in connection with its use of any of the Intellectual Property material to its business, to the extent required under applicable law; and (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 material to its business or any portion thereof. In connection with such collections, such Grantor may take such action as such Grantor or after the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting pursuant to written direction received under the Indenture) may deem reasonably necessary or advisable to enforce collection of such amounts.

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 its 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 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 irrevocably 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 (except where, in the ordinary course and in such Grantor’s reasonable business judgment, cessation of use of a Trademark is appropriate or advisable) 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 no later than thirty (30) days before it takes any action to enforce its rights in or acquisition of to any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to its business, apply to register the applicable 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) irrevocably 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; provided, however, that the foregoing subsection (c) shall not apply to rejections of claims given by the United States Patent and Trademark Office, the United States Copyright Office, or any of their foreign counterparts during the ordinary course of a patent or trademark prosecution or copyright registration; (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 it shall, no less often than quarterly, report to have a Material Adverse Effectthe Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, it shall not (and shall not permit 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 (A) it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document (including, it shall not without limitation, agreements in the form of Exhibits E, F and G) required to acknowledge, confirm, register, record, maintain, continue, enforce, protect or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired, subject to clause (nor shall B) of this paragraph in connection with the licensees or sublicensees under its controlforeign Intellectual Property; and (B) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate without limiting the intellectual property rights of any other Person; andforegoing: (ix) it shall execute and deliver to the Collateral Agent, within 30 days of the Initial Closing Date (or such later date as the Collateral Agent, in its reasonable discretion taking into consideration the good faith best efforts of such Grantor, may consent), a security agreement or similar instrument governed by the laws of jurisdictions of material, foreign Intellectual Property, respectively, pursuant to which the Grantor shall have granted to the Collateral Agent a perfected security interest in its interests in the trademarks registered in such jurisdictions, each such security agreement or similar instrument to be in form and substance reasonably satisfactory to the Collateral Agent; (x) 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; (xi) 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; (xii) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, by entering into employment agreements containing confidentiality agreements provisions with those employees and customarily subject to employment agreements, and by labeling and restricting access to secret information and documents; (xiii) it shall use proper statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and appropriate notice of copyright in connection with the publication of Copyrights, in each case to the extent the same are material to the business of such Grantor; and (xiv) 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.