Common use of Covenants Regarding Intellectual Property Clause in Contracts

Covenants Regarding Intellectual Property. (a) Each Credit Party shall notify the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (i) Each Credit Party shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable. (iii) Upon request of the Administrative Agent, each Credit Party shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings. (e) In the event that any Credit Party becomes aware that any Intellectual Property is infringed, misappropriated or diluted by a third party in any material respect, such Credit Party shall notify the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. Debtor hereby agrees: (a) Each Credit Party shall notify Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Credit the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Secured Party's or any interest in the Collateral, the Lien granted to Secured Party in the Collateral and the first priority of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.such Lien; (b) Each Credit Except to the extent that Secured Party gives its prior written consent: (i) Debtor (either itself or through licensees) will continue to use its material trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Debtor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) Debtor will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Agent promptly after Secured Party immediately if it knows of any adverse determination reason or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding has reason to know that any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright patent registration may become invalid abandoned or unenforceable prior dedicated; and (iii) Debtor will not do any act or omit to its expiration do any act whereby any material registered copyrights or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask works may become affectedabandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Secured Party immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain. (ic) Each Credit Debtor will promptly (and in any event within 5 Business Days) notify Secured Party shall promptly notify upon the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiariesfiling, either itself by Debtor or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any Intellectual Property patent, trademark, copyright or mask work with the United States Patent and Trademark Office or the Copyright Office or United States any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any patent or trademark, which Debtor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. , or (iiiii) Concurrently any assignment of any copyright or mask work, which Debtor may acquire from a third party, with the delivery Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Debtor will promptly (and in any event within 5 Business Days) notify Secured Party of the quarterly and annual financial statements registration of the Borrower pursuant to Section 5.1(a) and (b) hereofany patent, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by trademark, copyright or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest mask work with the United States Patent and Trademark Office or the United States Copyright office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Secured Party, Debtor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as Secured Party may request to evidence Secured Party's security interest in such patent, trademark (and the goodwill and general intangibles of Debtor relating thereto or represented thereby), copyright or mask work, and Debtor authorizes Secured Party to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) of this Security Agreement without first obtaining Debtor's approval of or signature to such amendment and to record such document with the Patent and Trademark Office or Copyright Office, as applicable. (d) Debtor will take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each material application and registration of the Administrative Agentpatents, each Credit Party shall execute trademarks, copyrights and deliver any and all agreementsmask works, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (e) In While any Obligations are outstanding, Debtor shall (i) make application to the event Patent and Trademark Office to register any material unpatented but patentable inventions developed by Debtor or its employees (within the scope of their employment), unless Debtor, in the exercise of its reasonable business judgment, deems any such patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret; (ii) make application to the Patent and Trademark Office to register any Credit registerable but unregistered material trademarks used by Debtor in connection with its products or services; and (iii) upon Secured Party's written request, make application to the Copyright Office to register any material unregistered copyright or mask work to which Debtor has rights; (f) Debtor shall (i) use proper statutory notice in connection with its use of the material patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; (g) Debtor agrees that if it learns of any use by any Person of any term or design likely to cause confusion with any material trademark, Debtor shall promptly notify Secured Party becomes aware that of such use and of all steps taken and to be taken to remedy any Intellectual Property is infringedinfringement of any material trademark; and (h) Debtor shall maintain with each employee who may have access to the trade secrets of Debtor an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, misappropriated including patents and patent applications, to Debtor and further requiring such employee to cooperate fully with Debtor, its successors in interest, including Secured Party, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee's employment with Debtor or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyemployment.

Covenants Regarding Intellectual Property. (a) Each Credit Party shall notify the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or any registration relating to any material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Credit Party's ’s or any of its Subsidiary's ’s ownership of any material Patent or material registered Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any final adverse determination or development (including, without limitation, the institution of, or any such determination or development in, in any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether whereby (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's ’s or any of its Subsidiary's ’s ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright LicenseCopyright, may become be adversely affected. (i) Each Credit Party shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or any new Intellectual Property acquired or licensed by a Credit Party or any Domestic Subsidiary thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable. (iii) Upon request of the Administrative Agent, each Credit Party shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's ’s security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings. (e) In the event that any Credit Party becomes aware that any Intellectual Property is infringed, misappropriated or diluted by a third party in any material respect, such Credit Party shall notify the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, or that taking legal action will not be financially prudent, promptly xxx for take action against such infringement, misappropriation or dilution and to terminate such infringement, misappropriation or dilution and/or recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. Company hereby agrees: (a) Each Credit Party shall notify Company will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Canadian Intellectual Property Office or any court) regarding such Credit Party's similar offices or agencies in Canada or in any other country or any political subdivision thereof, that may be necessary or desirable to record, maintain, preserve, protect and perfect Collateral Agent's interest in the Collateral, the Lien granted to Collateral Agent in the Collateral and the first priority of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.such Lien; (b) Each Credit Party Except to the extent that Collateral Agent gives its prior written consent: (i) Company (either itself or through licensees) will continue to use its material trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Company will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) Company will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Collateral Agent promptly after immediately if it knows of any adverse determination reason or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding has reason to know that any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright patent registration may become invalid abandoned or unenforceable prior dedicated; and (iii) Company will not do any act or omit to its expiration do any act whereby any material copyrights or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask works may become affectedabandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Collateral Agent immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain. (ic) Each Credit Party shall Company will promptly (and in any event within five days) notify Collateral Agent upon the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiariesfiling, either itself by Company or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any patent or trademark, with the Canadian Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office offices or agency agencies in Canada or in any other country or any political subdivision thereof. , (ii) Concurrently any assignment of any patent or trademark, which Company may acquire from a third party, with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Canadian Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office offices or agency agencies in Canada or in any other country or any political subdivision thereof, or (iii) any assignment of any copyright or mask work, which Company may acquire from a third party, with the Canadian Intellectual Property Office or any similar offices or agencies in Canada or in any other country or any political subdivision thereof. Upon the request of Collateral Agent, Company shall execute and deliver any and all agreements, instruments, documents and papers as Collateral Agent may request to evidence Collateral Agent's security interest in such patent, trademark (and the goodwill and general intangibles of Company relating thereto or represented thereby), copyright or mask work, and Company authorizes Collateral Agent to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) of this Security Agreement without first obtaining Company’s approval of or signature to such amendment and to record such document with the Canadian Intellectual Property Office or any similar offices or agencies in Canada or in any other country or any political subdivision thereof, as applicable. (iii) Upon request of the Administrative Agent, each Credit Party shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby.; (d) The Credit Parties While any Obligations remain outstanding, Company shall not register or cause to be registered with the Canadian Intellectual Property Office any copyright registrations with respect to any proprietary software of Company or any other property that is subject to registration with the Canadian Intellectual Property Office; provided, that Company may register or cause to be registered such proprietary software or other property of Company with the Canadian Intellectual Property Office if (i) such copyright registration is made in connection with the enforcement against third parties of Company’s rights with respect to such proprietary software or other property and their Subsidiaries (ii) Company provides Collateral Agent five Business Days prior notice of such copyright registration. While any Obligations remain outstanding, Company shall file or cause to be filed with the Canadian Intellectual Property Office a copyright application with respect to any major revisions or upgrades to any proprietary software that has previously been registered by Company with the Canadian Intellectual Property Office. Company shall file for such registration within 30 days from such major revision or upgrade and shall notify Collateral Agent in writing five Business Days prior to such filing. (e) Company will take all necessary actions, including, without limitation, steps in any proceeding before the United States Patent and Trademark Canadian Intellectual Property Office or the United States Copyright Officeany similar offices or agencies in Canada or in any other country or any political subdivision thereof, to maintain the diligently prosecute or maintain, as applicable, each application and registration of each material registered Copyrightthe patents, Patent trademarks, copyrights and Trademark owned by the Credit Parties and their Subsidiariesmask works, including, without limitation, payment of maintenance fees, including filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (ef) In Company shall (i) use proper statutory notice in connection with its use of the event patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; (g) Company agrees that if it learns of any Credit Party becomes aware that use by any Intellectual Property is infringedPerson of any term or design likely to cause confusion with any trademark, misappropriated Company shall promptly notify Collateral Agent of such use and of all steps taken and to be taken to remedy any infringement of any trademark; and (h) Company shall maintain with each employee who may have access to the trade secrets of Company an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to Company and further requiring such employee to cooperate fully with Company, its successors in interest, including Collateral Agent, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee's employment with Company or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyemployment.

Covenants Regarding Intellectual Property. Until payment in full of all outstanding Obligations, and for so long as Lender may have any commitment to make Advances hereunder, Borrower hereby covenants and agrees as follows: (a) Each Credit Party shall notify the Administrative Agent promptly if it knows that any applicationBorrower will perform all acts and execute all documents, letters patent or registration relating to any material Patent or material Trademark including notices of such Credit Party or any security interest for each relevant type of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding Intellectual Property in forms suitable for filing with the United States Patent and Trademark Office or any court) regarding the United States Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender’s interest in the Collateral, the Lien granted to Lender in the Collateral and the first priority of such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.Lien; (b) Each Credit Party Except to the extent that Lender gives its prior written consent: (i) Borrower (either itself or through licensees) will continue to use its material Trademarks in connection with each and every Trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such Trademarks in full force and effect free from any claim of abandonment for nonuse, and Borrower will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated; (ii) Borrower will not do any act or omit to do any act whereby any material Patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Agent promptly after Lender immediately if it knows of any adverse determination reason or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding has reason to know that any material Copyright Patent registration may become abandoned or dedicated; and (iii) Borrower will not do any act or omit to do any act whereby any material Copyrights may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of such Credit Party any reason or has reason to know that any of its Subsidiaries, whether (i) such material Copyright may become invalid abandoned or unenforceable prior dedicated to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affectedpublic domain. (ic) Each Credit Party shall Borrower will promptly (and in any event within five (5) calendar days) notify Lender upon the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiariesfiling, either itself by Borrower or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any Intellectual Property Patent or Trademark, with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. , (ii) Concurrently with the delivery any assignment of the quarterly and annual financial statements of the any Patent or Trademark, which Borrower pursuant to Section 5.1(a) and (b) hereofmay acquire from a third party, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright, which Borrower may acquire from a third party, with the Untied Sates Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Lender, Borrower shall execute and deliver any and all agreements, instruments, documents and papers as Lender may request to evidence Lender’s security interest in such Patent, Trademark and Copyright (and the goodwill and general intangibles of Borrower relating thereto or represented thereby), and Borrower authorizes Lender to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 7(a) of this Agreement without first obtaining Borrower’s approval of or signature to such amendment and to record such document with the United States Patent and Trademark Office or Untied Sates Copyright Office, as applicable; (d) Borrower will promptly (and in any event within five (5) calendar days) notify Lender upon the filing, either by Borrower or through any agent, employee, licensee or designee, of any Copyright registration with the United States Copyright Officer with respect to any proprietary software of Borrower or any other property that is subject to registration with the United States Copyright Office; (e) Borrower will take all necessary steps in any proceeding before the United States Patent and Trademark Office, the Untied Sates Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each application and registration of the Administrative AgentPatents, each Credit Party shall execute Trademarks and deliver any and all agreementsCopyrights, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsproceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (f) Borrower shall (i) use proper statutory notice in connection with its use of the Patents, Trademarks and Copyrights, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; (g) Borrower agrees that if it learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Borrower shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; and (h) Borrower shall maintain with each employee who may have access to the trade secrets of Borrower an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee’s employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including Patents and Patent applications, to Borrower and further requiring such employee to cooperate fully with Borrower, its successors in interest, including Lender, and their counsel, in the prosecution of any Patent application or in any litigation involving the invention, whether such cooperation is required during such employee’s employment with Borrower or after the termination of such employment. (ei) In For the event that purpose of enabling Lender to exercise rights and remedies under Section 9 at such time as Lender shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, Borrower hereby grants to Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Borrower) to use, assign, license or sublicense any Credit Party becomes aware that any of the Intellectual Property is infringednow owned or hereafter acquired by Borrower, misappropriated wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or diluted by a third party in any material respectstored and to all computer programs used for the compilation or printout thereof; provided, however, such Credit Party license shall notify only be effective during the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business existence of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyan Event of Default.

Covenants Regarding Intellectual Property. (ai) Each Credit Party Such Grantor shall notify the Administrative Agent promptly immediately if it knows or has reason to know (A) that any application, letters patent application or registration relating to any material Patent License, Patent, Trademark or material Trademark of Copyright that such Credit Party or any Grantor reasonably determines is necessary for the conduct of its Subsidiaries business may become abandonedabandoned or dedicated, or (B) of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party's or any of its SubsidiaryGrantor's ownership of any material Patent such License, Patent, Trademark or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same same, or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (iii) Each Credit Party In no event shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic SubsidiariesGrantor, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any file an application for the registration of any Intellectual Property with the United States Patent, Trademark or Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision without giving Agent prior written notice thereof, as applicable. (iii) Upon and, upon request of the Administrative Agent, each Credit Party such Grantor shall execute and deliver any and all agreementssecurity documents as Agent may request, instrumentsincluding the Patent, documentsTrademark and Copyright Security Agreement, to evidence Agent's Lien on such Patent, Trademark or Copyright, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related General Intangibles of such Grantor relating thereto or represented thereby. (diii) The Credit Parties and their Subsidiaries will Such Grantor shall take all actions necessary actionsor requested by Agent to maintain and pursue each application, including, without limitation, in any proceeding before to obtain the United States Patent relevant registration and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyrightof the Patents, Patent Trademarks and Trademark owned by Copyrights, including the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability noncontestability and opposition, opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (eiv) In the event that any Credit Party becomes aware that any of such Grantor's Intellectual Property that such Grantor reasonably determines is infringednecessary for the conduct of its business is infringed upon, or misappropriated or diluted by a third party in any material respectparty, such Credit Party Grantor shall notify the Administrative Agent promptly after it such Grantor learns thereof and thereof. Such Grantor shall, unless such Credit Party Grantor shall reasonably determine that such Intellectual Property is not in no way material to the conduct of its business of such Credit Party or the Credit Parties and their Subsidiaries taken as a wholeoperations, promptly xxx for infringementsue xxx, misappropriation or dilution and to recover seek recovery of any and all damages for resulting from, such infringement, misappropriation or dilution, and shall take such other actions as such Credit Party Agent reasonably shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. (a) Each Credit Party shall notify Company hereby agrees: a. Company will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Canadian Intellectual Property Office or any court) regarding such Credit Party's similar offices or agencies in Canada or in any other country or any political subdivision thereof, that may be necessary or desirable to record, maintain, preserve, protect and perfect Collateral Agent's interest in the Collateral, the Lien granted to Collateral Agent in the Collateral and the first priority of such Lien; b. Except to the extent that Collateral Agent gives its Subsidiary's ownership prior written consent: i. Company (either itself or through licensees) will continue to use its material trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Company will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material Patent trademark may become invalidated; ii. Company will not do any act or material Trademark, its right omit to patent or register the same, or to enforce, keep and maintain the same, or its rights under do any act whereby any material Patent License patent registrations may become abandoned or material Trademark License. (b) Each Credit Party dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Collateral Agent promptly after immediately if it knows of any adverse determination reason or development has reason to know that any material patent registration may become abandoned or dedicated; and iii. Company will not do any act or omit to do any act whereby any material copyrights or mask works may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Collateral Agent immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain. c. Company will promptly (including, without limitation, the institution of, or any such determination or development in, any proceeding and in any courtevent within five days) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register notify Collateral Agent upon the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (i) Each Credit Party shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiariesfiling, either itself by Company or through any agent, employee, licensee or designee designee, of (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any i) an application for the registration of any patent or trademark, with the Canadian Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office offices or agency agencies in Canada or in any other country or any political subdivision thereof. , (ii) Concurrently any assignment of any patent or trademark, which Company may acquire from a third party, with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Canadian Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office offices or agency agencies in Canada or in any other country or any political subdivision thereof, or (iii) any assignment of any copyright or mask work, which Company may acquire from a third party, with the Canadian Intellectual Property Office or any similar offices or agencies in Canada or in any other country or any political subdivision thereof. Upon the request of Collateral Agent, Company shall execute and deliver any and all agreements, instruments, documents and papers as Collateral Agent may request to evidence Collateral Agent's security interest in such patent, trademark (and the goodwill and general intangibles of Company relating thereto or represented thereby), copyright or mask work, and Company authorizes Collateral Agent to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) of this Security Agreement without first obtaining Company’s approval of or signature to such amendment and to record such document with the Canadian Intellectual Property Office or any similar offices or agencies in Canada or in any other country or any political subdivision thereof, as applicable; d. While any Obligations remain outstanding, Company shall not register or cause to be registered with the Canadian Intellectual Property Office any copyright registrations with respect to any proprietary software of Company or any other property that is subject to registration with the Canadian Intellectual Property Office; provided, that Company may register or cause to be registered such proprietary software or other property of Company with the Canadian Intellectual Property Office if (i) such copyright registration is made in connection with the enforcement against third parties of Company’s rights with respect to such proprietary software or other property and (ii) Company provides Collateral Agent five Business Days prior notice of such copyright registration. While any Obligations remain outstanding, Company shall file or cause to be filed with the Canadian Intellectual Property Office a copyright application with respect to any major revisions or upgrades to any proprietary software that has previously been registered by Company with the Canadian Intellectual Property Office. Company shall file for such registration within 30 days from such major revision or upgrade and shall notify Collateral Agent in writing five Business Days prior to such filing. (iii) Upon request of the Administrative Agent, each Credit Party shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries e. Company will take all necessary actions, including, without limitation, steps in any proceeding before the United States Patent and Trademark Canadian Intellectual Property Office or the United States Copyright Officeany similar offices or agencies in Canada or in any other country or any political subdivision thereof, to maintain the diligently prosecute or maintain, as applicable, each application and registration of each material registered Copyrightthe patents, Patent trademarks, copyrights and Trademark owned by the Credit Parties and their Subsidiariesmask works, including, without limitation, payment of maintenance fees, including filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); f. Company shall (ei) In use proper statutory notice in connection with its use of the event patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; g. Company agrees that if it learns of any Credit Party becomes aware that use by any Intellectual Property is infringedPerson of any term or design likely to cause confusion with any trademark, misappropriated Company shall promptly notify Collateral Agent of such use and of all steps taken and to be taken to remedy any infringement of any trademark; and h. Company shall maintain with each employee who may have access to the trade secrets of Company an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to Company and further requiring such employee to cooperate fully with Company, its successors in interest, including Collateral Agent, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee's employment with Company or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyemployment.

Covenants Regarding Intellectual Property. Each Company hereby agrees: (a) Each Credit Party shall notify each Company will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect the Collateral Agent’s or Secured Parties’ interest in the Collateral, the Lien granted to the Collateral Agent for the benefit of itself and the Secured Parties in the Collateral and the first priority of such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark LicenseLien. (b) Each Credit Party Except to the extent that the Collateral Agent gives its prior written consent: (i) such Company will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Collateral Agent promptly after immediately if it knows of any adverse determination reason or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding has reason to know that any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright patent registration may become invalid abandoned or unenforceable prior to its expiration or termination, or dedicated; and (ii) such Credit Party's Company will not do any act or omit to do any of its Subsidiary's ownership of such act whereby any material Copyright, its right to register the same copyrights or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask works may become affectedabandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Collateral Agent immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain. (ic) Each Credit Party shall such Company will promptly (and in any event within 5 days) notify the Administrative Collateral Agent of any filing by such Credit Party or any of its Domestic Subsidiariesupon the filing, either itself by Company or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any Intellectual Property patent or trademark with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. , (ii) Concurrently any assignment of any patent or trademark, which such Company may acquire from a third party, with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any copyright or mask work, which such Company may acquire from a third party, with the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable. (iii) . Upon the request of the Administrative Collateral Agent, each Credit Party Company shall execute and deliver any and all agreements, instruments, documents, documents and papers as the Administrative Collateral Agent may reasonably request to evidence the Administrative Collateral Agent's ’s security interest in the Intellectual Property such patent, trademark (and the goodwill and general intangibles (including goodwill) related of Company relating thereto or represented thereby. (d), copyright or mask work, and such Company authorizes the Collateral Agent to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) The Credit Parties of this Security Agreement without first obtaining such Company’s approval of or signature to such amendment and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before to record such document with the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsas applicable. (e) In the event that any Credit Party becomes aware that any Intellectual Property is infringed, misappropriated or diluted by a third party in any material respect, such Credit Party shall notify the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. (a) Each Credit Party The Issuer shall notify the Administrative Agent promptly if it knows that any application, letters patent register or registration relating cause to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development be registered on an expedited basis (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (i) Each Credit Party shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries extent not already registered) with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable. (iii) Upon request of the Administrative Agent, each Credit Party shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable Intellectual Property Rights now owned or hereafter developed or acquired by the Issuer, to the extent that the Issuer, in its reasonable business judgment, deems it appropriate to so protect such Intellectual Property Rights. (b) The Issuer shall promptly give Investor written notice of any applications or registrations of Intellectual Property Rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. (c) The Issuer shall (i) give Investor not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such Intellectual Property Rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Investor may reasonably request for Investor to maintain its perfection in such Intellectual Property Rights to be registered by Issuer; (iii) upon the request of Investor, either deliver to Investor or file such documents simultaneously with the filing of any such applications or registrations; or (iv) upon filing any such applications or registrations, promptly provide Investor with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Investor to be filed for Investor to maintain the registration perfection and priority of each material registered Copyrightits security interest in such Intellectual Property Rights, Patent and Trademark owned by the Credit Parties date of such filing. (d) The Issuer shall execute and their Subsidiaries, including, without limitation, payment deliver such additional instruments and documents from time to time as Investor shall reasonably request to perfect and maintain the perfection and priority of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsInvestor’s security interest in Issuer’s Intellectual Property. (e) In The Issuer (i) shall provide the event that Investor with not less than 15 days prior written notice of any Credit Party becomes aware that contemplated direct or indirect grant of any license or other interest in the Intellectual Property is infringedRights to ReGen AG and (ii) shall not enter into any such license or interest without written confirmation that the terms thereof are reasonably acceptable to the Investor. (f) The Issuer shall (i) protect, misappropriated or diluted by a third party defend and maintain the validity and enforceability of the Intellectual Property including all trade secrets, trademarks, patents and copyrights, (ii) use commercially reasonable efforts to detect infringements of the Intellectual Property and promptly advise Investor in writing of material infringements detected and (iii) not allow any material respect, such Credit Party shall notify the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to be abandoned, forfeited or dedicated to the business public without the written consent of such Credit Party or the Credit Parties and their Subsidiaries taken as a wholeInvestor, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party which shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertynot be unreasonably withheld.

Covenants Regarding Intellectual Property. Debtor hereby agrees: (a) Each Credit Party shall notify Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Secured Party’s interest in the Collateral, the Lien granted to Secured Party in the Collateral and the first priority of such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.Lien; (b) Each Credit Except to the extent that Secured Party gives its prior written consent: (i) Debtor (either itself or through licensees) will continue to use its trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Debtor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) Debtor will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Agent promptly after Secured Party immediately if it knows of any adverse determination reason or development has reason to know that any patent registration may become abandoned or dedicated; and (including, without limitation, the institution of, iii) Debtor will not do any act or omit to do any such determination or development in, any proceeding in any court) regarding act whereby any material Copyright of such Credit Party registered copyrights or any of its Subsidiaries, whether (i) such material Copyright mask works may become invalid abandoned or unenforceable prior dedicated to its expiration the public domain or termination, the remedies available against potential infringers weakened and shall notify Secured Party immediately if it knows of any reason or (ii) such Credit Party's has reason to know that any registered copyright or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask work may become affectedabandoned or dedicated to the public domain. (ic) Each Credit While any Obligations remain outstanding or Secured Party has any commitment to extend credit under any Transaction Document, without the prior written consent of Secured Party, Debtor shall promptly notify the Administrative Agent of any filing by such Credit Party not register or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property cause to be registered with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries copyright registrations with respect to which the Administrative Agent has not filed a notice any proprietary software of grant Debtor or any other property of security interest Debtor that may be registered with the United States Copyright Office. (d) Subject to Section 5(c), Debtor will take all necessary steps in any proceeding before the Patent and Trademark Office or Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each application and registration of the Administrative AgentPatents, each Credit Party shall execute Trademarks, Copyrights and deliver any and all agreementsmask works, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsproceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder). (e) In While any Obligations are outstanding, Debtor shall (i) make application to the event Patent and Trademark Office to register any material unpatented but patentable inventions developed by Debtor or its employees (within the scope of their employment), unless Debtor, in the exercise of its reasonable business judgment, deems any such patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret; and (ii) make application to the Patent and Trademark Office to register any Credit registerable but unregistered material Trademarks used by Debtor in connection with its products or services. (f) Debtor shall (i) use proper statutory notice in connection with its use of the Patents, Trademarks, Copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under Applicable Law of all material trade secrets. (g) Debtor agrees that if it learns of any use by any Person of any term or design likely to cause confusion with any Trademark owned by Debtor, Debtor shall promptly notify Secured Party becomes aware that of such use and of all steps taken and to be taken to remedy any Intellectual Property is infringedinfringement of any Trademark owned by Debtor. (h) Debtor shall maintain with each employee who may have access to the trade secrets of Debtor an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee’s employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, misappropriated including patents and patent applications, to Debtor and further requiring such employee to cooperate fully with Debtor, its successors in interest, including Secured Party, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee’s employment with Debtor or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party employment. (i) Debtor shall have the right and obligation to commence and diligently prosecute such suits, proceedings or the Credit Parties and their Subsidiaries taken other actions for infringement or other damage, or reexamination or reissue proceedings, or opposition or cancellation proceedings as a wholeare reasonable to protect any of its Patents, promptly xxx Trademarks, Copyrights, mask works or trade secrets. No such suit, proceeding or other actions shall be settled or voluntarily dismissed, nor shall any party be released or excused of any claims of or liability for infringement, misappropriation or dilution and to recover any and all damages for such infringementwithout the prior written consent of Secured Party, misappropriation or dilution, and take such other actions as such Credit Party which consent shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertynot be unreasonably withheld.

Covenants Regarding Intellectual Property. (ai) Each Credit Party Such Grantor shall notify the Administrative Agent promptly if it knows or has reason to know (A) that any application, letters patent application or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries Licenses, Patents, Trademarks or Copyrights may become abandonedabandoned or dedicated, or (B) of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party's or any of its Subsidiary's Grantor’s ownership of any material Patent such License, Patent, Trademark or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same same, or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (iii) Each Credit Party shall promptly notify In the Administrative Agent of any filing by event that such Credit Party or any of its Domestic SubsidiariesGrantor, either itself directly or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day on behalf of the fiscal quarter in which such filing occurs)it, of any files an application for the registration of any Intellectual Property with the United States Patent, Trademark or Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofagency, as applicable. (iii) Upon such Grantor shall give Agent written notice within five Business Days following such filing, and, upon request of the Administrative Agent, each Credit Party such Grantor shall execute and deliver any and all agreements, instruments, documents, and papers security documents as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in request, including the Intellectual Property Security Agreement, to evidence Agent’s Lien on such Patent, Trademark or Copyright, and the general intangibles (including goodwill) related General Intangibles of such Grantor relating thereto or represented thereby. (diii) The Credit Parties and their Subsidiaries will Such Grantor shall take all actions deemed necessary actions, including, without limitation, in any proceeding before the United States Patent by such Grantor or requested by Agent to maintain and Trademark Office or the United States Copyright Officepursue each application, to obtain the relevant registration and to maintain the its registration of each material registered Copyrightof the Patents, Patent Trademarks and Trademark owned by Copyrights (now or hereafter existing), including the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability noncontestability and opposition, opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (eiv) In the event that any Credit Party becomes aware that any Grantor’s Intellectual Property is infringedinfringed upon, or misappropriated or diluted by a third party in any material respectparty, such Credit Party Grantor shall notify the Administrative Agent promptly after it learns thereof and comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Credit Party Grantor shall reasonably determine that such Intellectual Property is not material to the conduct of its business of such Credit Party or the Credit Parties and their Subsidiaries taken as a wholeoperations, promptly xxx for infringement, misappropriation or dilution dilution, and to recover seek recovery of any and all damages for resulting from, such infringement, misappropriation or dilution, and shall take such other actions as such Credit Party Agent shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. Debtor hereby agrees: (a) Each Credit Party shall notify Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding such Credit the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Secured Party's or any interest in the Collateral, the Lien granted to Secured Party in the Collateral and the first priority of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.such Lien; (b) Each Credit Except to the extent that Secured Party gives its prior written consent: (i) Debtor (either itself or through licensees) will continue to use its trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Debtor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) Debtor will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify the Administrative Agent promptly after Secured Party immediately if it knows of any adverse determination reason or development has reason to know that any patent registration may become abandoned or dedicated; and (including, without limitation, the institution of, iii) Debtor will not do any act or omit to do any such determination or development in, any proceeding in any court) regarding act whereby any material Copyright of such Credit Party registered copyrights or any of its Subsidiaries, whether (i) such material Copyright mask works may become invalid abandoned or unenforceable prior dedicated to its expiration the public domain or termination, the remedies available against potential infringers weakened and shall notify Secured Party immediately if it knows of any reason or (ii) such Credit Party's has reason to know that any registered copyright or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask work may become affectedabandoned or dedicated to the public domain. (ic) Each Credit While any Obligations remain outstanding or Secured Party has any commitment to extend credit under any Transaction Document, without the prior written consent of Secured Party, Debtor shall promptly notify the Administrative Agent of any filing by such Credit Party not register or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs), of any application for registration of any Intellectual Property cause to be registered with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries copyright registrations with respect to which the Administrative Agent has not filed a notice any proprietary software of grant Debtor or any other property of security interest Debtor that may be registered with the United States Copyright Office. (d) Subject to Section 5(c), Debtor will take all necessary steps in any proceeding before the Patent and Trademark Office or Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each application and registration of the Administrative AgentPatents, each Credit Party shall execute Trademarks, Copyrights and deliver any and all agreementsmask works, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedingsproceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder). (e) In While any Obligations are outstanding, Debtor shall (i) make application to the event Patent and Trademark Office to register any material unpatented but patentable inventions developed by Debtor or its employees (within the scope of their employment), unless Debtor, in the exercise of its reasonable business judgment, deems any such patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret; and (ii) make application to the Patent and Trademark Office to register any Credit registerable but unregistered material Trademarks used by Debtor in connection with its products or services. (f) Debtor shall (i) use proper statutory notice in connection with its use of the Patents, Trademarks, Copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under Applicable Law of all material trade secrets. (g) Debtor agrees that if it learns of any use by any Person of any term or design likely to cause confusion with any Trademark owned by Debtor, Debtor shall promptly notify Secured Party becomes aware that of such use and of all steps taken and to be taken to remedy any Intellectual Property is infringedinfringement of any Trademark owned by Debtor. (h) Debtor shall maintain with each employee who may have access to the trade secrets of Debtor an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, misappropriated including patents and patent applications, to Debtor and further requiring such employee to cooperate fully with Debtor, its successors in interest, including Secured Party, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee's employment with Debtor or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party employment. (i) Debtor shall have the right and obligation to commence and diligently prosecute such suits, proceedings or the Credit Parties and their Subsidiaries taken other actions for infringement or other damage, or reexamination or reissue proceedings, or opposition or cancellation proceedings as a wholeare reasonable to protect any of its Patents, promptly xxx Trademarks, Copyrights, mask works or trade secrets. No such suit, proceeding or other actions shall be settled or voluntarily dismissed, nor shall any party be released or excused of any claims of or liability for infringement, misappropriation or dilution and to recover any and all damages for such infringementwithout the prior written consent of Secured Party, misappropriation or dilution, and take such other actions as such Credit Party which consent shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertynot be unreasonably withheld.

Covenants Regarding Intellectual Property. (ai) Each Credit Party Such Grantor shall notify the Administrative Agent promptly Lender immediately if it knows or has reason to know (A) that any application, letters patent application or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries Licenses, Patents, Trademarks or Copyrights may become abandonedabandoned or dedicated, or (B) of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Credit Party's or any of its SubsidiaryGrantor's ownership of any material Patent such License, Patent, Trademark or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License. (b) Each Credit Party shall notify the Administrative Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same same, or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected. (iii) Each Credit Party In no event shall promptly notify the Administrative Agent of any filing by such Credit Party or any of its Domestic SubsidiariesGrantor, either itself directly or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any file an application for the registration of any Intellectual Property with the United States Patent, Trademark or Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision without giving Lender prior written notice thereof, as applicable. (iii) Upon and, upon request of the Administrative AgentLender, each Credit Party such Grantor shall execute and deliver any and all agreementssecurity documents as Lender may request, instrumentsincluding the Patent, documentsTrademark and Copyright Security Agreement, to evidence Lender's Lien on such Patent, Trademark or Copyright, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related General Intangibles of such Grantor relating thereto or represented thereby. (diii) The Credit Parties and their Subsidiaries will Such Grantor shall take all actions deemed necessary actionsby such Grantor or requested by Lender to maintain and pursue each application, including, without limitation, in any proceeding before to obtain the United States Patent relevant registration and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyrightof the Patents, Patent Trademarks and Trademark owned by Copyrights, including the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability noncontestability and opposition, opposition and interference and cancellation proceedings. (eiv) In the event that any Credit Party becomes aware that any of such Grantor's Intellectual Property is infringedinfringed upon, or misappropriated or diluted by a third party in any material respectparty, such Credit Party Grantor shall notify the Administrative Agent Lender promptly after it such Grantor learns thereof and thereof. Such Grantor shall, unless such Credit Party Grantor shall reasonably determine that such Intellectual Property is not in no way material to the conduct of its business of such Credit Party or the Credit Parties and their Subsidiaries taken as a wholeoperations, promptly xxx for infringementfor, misappropriation or dilution and to recover seek recovery of any and all damages for resulting from, such infringement, misappropriation or dilution, and shall take such other actions as such Credit Party Lender shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.

Covenants Regarding Intellectual Property. Each Debtor hereby agrees: (a) Each Credit Party shall notify Debtor will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Copyright Office, that may be necessary or desirable to record, maintain, preserve, protect and perfect Collateral Agent’s interest in the Collateral, the Lien granted to Collateral Agent in the Collateral and the first priority of such Credit Party's or any of its Subsidiary's ownership of any material Patent or material Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.Lien; (b) Each Credit Party shall notify Except to the Administrative extent that Collateral Agent promptly after it knows of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any material Copyright of such Credit Party or any of gives its Subsidiaries, whether (i) such material Copyright may become invalid or unenforceable prior to its expiration or termination, or (ii) such Credit Party's or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, may become affected.written consent: (i) Each Credit Party Debtor (either itself or through licensees) will continue to use its material trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and the Debtors will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) No Debtor will do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall promptly notify the Administrative Collateral Agent immediately if it knows of any filing reason or has reason to know that any material patent registration may become abandoned or dedicated; and (iii) No Debtor will do any act or omit to do any act whereby any material copyrights or mask works may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened and shall notify Collateral Agent immediately if it knows of any reason or has reason to know that any material copyright or mask work may become abandoned or dedicated to the public domain. (c) Each Debtor will promptly (and in any event within 5 days) notify Collateral Agent upon the filing, either by such Credit Party or any of its Domestic Subsidiaries, either itself Debtor or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any Intellectual Property patent or trademark, with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. , (ii) Concurrently any assignment of any patent or trademark, which such Debtor may acquire from a third party, with the delivery of the quarterly and annual financial statements of the Borrower pursuant to Section 5.1(a) and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any copyright or mask work, which such Debtor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Collateral Agent, each Debtor shall execute and deliver any and all agreements, instruments, documents and papers as Collateral Agent may request to evidence Collateral Agent’s security interest in such patent, trademark (and the goodwill and general intangibles of such Debtor relating thereto or represented thereby), copyright or mask work, and each Debtor authorizes Collateral Agent to amend an original counterpart of the applicable notice of security interest executed pursuant to Section 6(a) of this Security Agreement without first obtaining such Debtor’s approval of or signature to such amendment and to record such document with the Patent and Trademark Office or Copyright Office, as applicable; (d) While any Obligations remain outstanding, no Debtor shall register or cause to be registered with the United States Copyright Office any copyright registrations with respect to any proprietary software of such Debtor or any other property that is subject to registration with the United States Copyright Office; provided, that a Debtor may register or cause to be registered such proprietary software or other property of such Debtor with the United States Copyright Office if (i) such copyright registration is made in connection with the enforcement against third parties of such Debtor’s rights with respect to such proprietary software or other property and (ii) such Debtor provides Collateral Agent five (5) business days prior notice of such copyright registration. While any Obligations remain outstanding, each Debtor shall file or cause to be filed with the United States Copyright Office a copyright application with respect to any major revisions or upgrades to any proprietary software that has previously been registered by such Debtor with the United States Copyright Office. Each Debtor shall file for such registration within thirty (30) days from such major revision or upgrade and shall notify Collateral Agent in writing five (5) business days prior to such filing. (e) Each Debtor will take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each application and registration of the Administrative Agentpatents, each Credit Party shall execute trademarks, copyrights and deliver any and all agreementsmask works, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (ef) In Each Debtor shall (i) use proper statutory notice in connection with its use of the event patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; (g) Each Debtor agrees that if it learns of any Credit Party becomes aware that use by any Intellectual Property is infringedPerson of any term or design likely to cause confusion with any trademark, misappropriated such Debtor shall promptly notify Collateral Agent of such use and of all steps taken and to be taken to remedy any infringement of any trademark; and (h) Each Debtor shall maintain with each employee who may have access to the trade secrets of such Debtor an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee’s employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to such Debtor and further requiring such employee to cooperate fully with such Debtor, its successors in interest, including Collateral Agent, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee’s employment with such Debtor or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyemployment.

Covenants Regarding Intellectual Property. Company hereby agrees: (a) Each Credit Party shall notify Company will perform all acts and execute and file or record all documents, including notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Administrative Agent promptly if it knows that any application, letters patent or registration relating to any material Patent or material Trademark of such Credit Party or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Copyright Office, that may be necessary or desirable under applicable law to record, maintain, preserve, protect and perfect Collateral Agent’s interest in the Collateral, the Lien granted to Collateral Agent in the Collateral and the first priority of such Credit Party's or any of its Subsidiary's ownership of any material Patent or material TrademarkLien, its right subject to patent or register the same, or to enforce, keep and maintain the same, or its rights under any material Patent License or material Trademark License.Permitted Liens; (b) Each Credit Party Except to the extent that the holders of at least a majority in principal amount of the outstanding Notes give their prior written consent: (i) Company (either itself or through licensees) will continue to use its trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain such trademarks in full force and effect free from any claim of abandonment for nonuse, and Company will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any material trademark may become invalidated; (ii) Company will not do any act or omit to do any act whereby any material patent registrations may become abandoned or dedicated to the public domain or the remedies available against potential infringers weakened, and shall notify Collateral Agent and the Administrative Agent promptly after holders of the Notes immediately if it knows of any adverse determination reason or development has reason to know that any patent registration may become abandoned or dedicated; and (including, without limitation, the institution of, iii) Company will not do any act or omit to do any such determination or development in, any proceeding in any court) regarding act whereby any material Copyright of such Credit Party copyrights or any of its Subsidiaries, whether (i) such material Copyright mask works may become invalid abandoned or unenforceable prior dedicated to its expiration the public domain or terminationthe remedies available against potential infringers weakened, and shall notify Collateral Agent and the holders of the Notes immediately if it knows of any reason or (ii) such Credit Party's has reason to know that any copyright or any of its Subsidiary's ownership of such material Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such material Copyright License, mask work may become affectedabandoned or dedicated to the public domain. (ic) Each Credit Party shall Company will promptly (and in any event within five business days) notify Collateral Agent upon the Administrative Agent of any filing by such Credit Party or any of its Domestic Subsidiariesfiling, either itself by Company or through any agent, employee, licensee or designee (but in no event later than the fifth Business Day following the last day of the fiscal quarter in which such filing occurs)designee, of any (i) an application for the registration of any Intellectual Property patent, trademark, copyright or mask work with the United States Patent and Trademark Office or the Copyright Office or United States any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any patent or trademark, which Company may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. , or (iiiii) Concurrently any assignment of any copyright or mask work, which Company may acquire from a third party, with the delivery Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Company shall execute and deliver any and all assignments, agreements, instruments, documents and papers as Collateral Agent or any Investors may reasonably request, and shall take all action, including filing or recording all documents or notices, as may be required under applicable law, to evidence Collateral Agent’s security interest in such patent, trademark (and the goodwill and general intangibles of Company relating thereto or represented thereby), copyright or mask work, and Company authorizes Collateral Agent to amend an original counterpart of the quarterly and annual financial statements applicable notice of the Borrower security interest executed pursuant to Section 5.1(a4(a) of this Security Agreement without first obtaining Company’s approval of or signature to such amendment and (b) hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest record such document with the United States Patent and Trademark Office or Copyright Office, as applicable. (d) Company will take all necessary steps in any proceeding before the United States Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable. (iii) Upon request , each application and registration of the Administrative Agentpatents, each Credit Party shall execute trademarks, copyrights and deliver any and all agreementsmask works, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Credit Parties and their Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain the registration of each material registered Copyright, Patent and Trademark owned by the Credit Parties and their Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewalrenewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings.proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (e) In While any Obligations are outstanding, Company shall (i) make application to the event Patent and Trademark Office to register any material unpatented but patentable inventions developed by Company or its employees (within the scope of their employment), unless Company, in the exercise of its reasonable business judgment, deems any such patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a trade secret; (ii) make application to the Patent and Trademark Office to register any Credit Party becomes aware registerable but unregistered material trademarks used by Company in connection with its products or services; and (iii) make application to the Copyright Office to register any material unregistered copyright or mask work to which Company has rights; (f) Company shall (i) use proper statutory notice in connection with its use of the patents, trademarks, copyrights and mask works, (ii) maintain consistent standards of quality in its manufacture of products sold under the trademarks or provision of services in connection with the trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material trade secrets; (g) Company agrees that if it learns of any Intellectual Property is infringeduse by any Person of any term or design likely to cause confusion with any trademark, misappropriated Company shall promptly notify Collateral Agent and the holders of the Notes of such use and of all steps taken and to be taken to remedy any infringement of any trademark; and (h) Company shall maintain with each employee who may have access to the trade secrets of Company an agreement by which such employee agrees not to disclose such trade secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee’s employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, including patents and patent applications, to Company and further requiring such employee to cooperate fully with Company, its successors in interest, including Collateral Agent, and their counsel, in the prosecution of any patent application or diluted by a third party in any material respectlitigation involving the invention, whether such Credit Party shall notify cooperation is required during such employee’s employment with Company or after the Administrative Agent promptly after it learns thereof and shall, unless such Credit Party shall reasonably determine that such Intellectual Property is not material to the business termination of such Credit Party or the Credit Parties and their Subsidiaries taken as a whole, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as such Credit Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Propertyemployment.