Common use of Covenants Regarding Patent, Trademark and Copyright Collateral Clause in Contracts

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor and NL shall provide reasonable notice to Secured Party of any material change to any application or registration relating to any Copyright (now or hereafter existing), including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the same. (ii) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor take all steps to maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application that is material change to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any application Grantor from disposing of, discontinuing the use or registration relating maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any Copyright (now of its registered or hereafter existing)applied for Intellectual Property that is no longer used or useful, including information or economically practicable to maintain, or if such Grantor determines in its reasonable business judgment that such application or registration discontinuance is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding desirable in the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any Copyright, right to register the same, or to keep and exclusively maintain the sameits business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Issue Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 3.16 of the Indenture, deliver to the Notes Collateral Agent a schedule setting forth all of such Grantor’s registered and applied for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the Notes Collateral Agent pursuant to this Section 3.05(c), and (ii) within a reasonable time, execute, deliver and file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office Office, a Patent Security Agreement, Trademark Security Agreement or any similar office or agency without giving Secured Party prior written notice thereofCopyright Security Agreement, andas applicable, upon request in respect of Secured Partysuch Patents, Grantor shall execute Trademarks and deliver Copyrights, and any and all applicable Notices of Security Interests in Patents other agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request papers to evidence Secured Party's Lien on and perfect the Security Interest in such Patentregistered or applied for Patents, Trademark Trademarks or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by any Notes Indenture Documents: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the conduct of such Pledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, (i) use copyright notice as required under applicable copyright laws and (ii) prevent such works covered by a material Copyright from entering into the public domain (except to the extent such works covered by a material Copyright have expired under the latest term of protection granted pursuant to applicable law). (d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any application Patent, Trademark or registration relating Copyright material to any Copyright (now or hereafter existing), including information that the conduct of such application or registration is or Pledgor’s business may imminently become prematurely abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development development, including office actions and similar determinations or developments (including the institution ofbut excluding ordinary course office actions and similar determinations or developments), or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court) , regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an application annual basis on or about the time of delivery of financial statements for such year (commencing with the financial statements for the registration fiscal year ended December 31, 2013) of any (A) each United States Patent, Trademark and Copyright acquired by such Pledgor during the preceding twelve-month period that is registered or Copyright applied for registration with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (B) each application and registration by itself, or through any agent, employee, licensee or designee, for any Patent or Trademark with the United States Patent and Trademark Office and each application and registration of any Copyright with the United States Copyright Office filed during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to make such requests and the applicable Pledgor shall take such necessary actions to satisfy this Section 3.05(e) without such requests being made by the Applicable Collateral Agent), execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to make such requests and the applicable Pledgor shall take such necessary actions to satisfy this Section 3.05(e) without such requests being made by the Applicable Collateral Agent); provided, that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. (f) Each Pledgor shall exercise its reasonable business judgment in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office or other foreign office with respect to maintaining and pursuing each application relating to any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and/or Copyright (and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright that is material to the conduct of such Pledgor’s business, including the filing including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that such any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed uponbusiness has been infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor promptly notify the Collateral Agent and shall, unless if such Pledgor deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Applicable Collateral Agent (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to protect make such Patentrequests and the applicable Pledgor shall take such necessary actions to satisfy this Section 3.05(h) without such requests being made by the Applicable Collateral Agent), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (to the extent that the First-Priority Collateral Agent exercises its sole discretion pursuant to the Collateral Agreement (First Lien)) the designee of the Applicable Collateral Agent or Copyright Collateralthe Applicable Collateral Agent (it being understood that after the Discharge of First-Priority Obligations, the Applicable Collateral Agent shall be under no obligation to exercise such discretion).

Covenants Regarding Patent, Trademark and Copyright Collateral. All references to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Except as permitted by the Credit Agreement: (a) Each Credit Party agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act; provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Credit Party’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment and except that nothing in this Section 3.05 shall prohibit such Credit Party from asserting such Patent against any other person). (b) Each Credit Party will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material registered Trademark necessary to the normal conduct of such Credit Party’s business, use commercially reasonable efforts to (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use, or knowingly permit its licensees’ use of, such Trademark in violation of any third party rights, except, in the case of (i) and (ii) above, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment. (c) Each Credit Party will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so cause) to, for each material change Copyright necessary to the normal conduct of such Credit Party’s business that it publishes, displays and distributes, use a copyright notice as necessary to establish and preserve its rights under applicable copyright laws. (d) Each Credit Party shall promptly notify the Collateral Agent if it has received written notice, other than regular reports with respect to Patents, Trademarks and Copyrights received in the ordinary course of business, that any application issued Patent, registered Trademark or registration relating registered Copyright material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Credit Party’s business may imminently become abandoned, finally refused lapsed or expired dedicated to the public, in the case of such Patent or dedicatedCopyright, prior to the end of its statutory term under applicable law, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Credit Party’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorSubject to Section 3.01(d), each Credit Party, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereoffiled during the preceding twelve-month period, and, and (ii) upon the reasonable request of Secured Partythe Collateral Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Collateral Agent may reasonably request to evidence Secured Party's Lien on the Collateral Agent’s security interest in such Patent, Trademark Trademark, or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Credit Party shall exercise its reasonable business judgment in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office or requested by Secured Party the United States Copyright Office with respect to maintain (i) maintaining and pursue pursuing each applicationapplication relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of the such Credit Party’s business, and (ii) maintaining any registration or issuance of each Patent, Trademark, and Copyright that is material to maintain the registration normal conduct of Copyrights (now or hereafter existing)such Credit Party’s business, including the filing including, when applicable and necessary in such Credit Party’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Credit Party believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Credit Party receives written notice that any Article 9 Collateral consisting of a Patent, Trademark, Copyright or Trade Secret material to the Copyright Collateral is infringed uponnormal conduct of its business has been materially infringed, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor such Credit Party shall, unless if such Credit Party deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for take actions to stop such infringement, misappropriation or dilution and protect its rights in such Patent, Trademark, Copyright, or Trade Secret, including, but not limited to, the initiation of a suit for injunctive relief and to recover any and all damages for such infringementdamages, misappropriation or dilutionin each case, and shall take such other actions as Secured Party shall deem to the extent it deems reasonably appropriate under the circumstances circumstances. (h) Each Credit Party shall exercise its reasonable business judgment in protecting the secrecy of all Trade Secrets owned by such Credit Party that are material to protect the normal conduct of such PatentCredit Party’s business, Trademark or Copyright Collateralincluding, without limitation, if such Credit Party deems it necessary in its reasonable business judgment, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as permitted under the Term Loan Agreement, each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees or sublicensees from doing any act or omitting to do any act) whereby any Patent that is material to the ordinary conduct of such Grantor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve such Grantor’s rights under applicable patent laws. (b) Except as permitted under the Term Loan Agreement, each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the ordinary conduct of such Grantor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) consistent with its prior practice, display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as permitted under applicable law and (iv) not knowingly use or knowingly permit its licensees’ or sublicensees’ use of such Trademark in violation of any third-party rights. (c) Except as permitted under the Term Loan Agreement, each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a Copyright material change to the ordinary conduct of such Grantor’s business that it publishes, displays and distributes, and, consistent with its prior practice, use copyright notice as permitted under applicable copyright laws. (d) Each Grantor shall notify the Administrative Agent promptly if it knows that any application Patent, Trademark or registration relating Copyright material to any Copyright (now or hereafter existing), including information that the ordinary conduct of such application or registration is or may Grantor’s business has prematurely permanently become abandoned, finally refused lapsed or expired or dedicateddedicated to the public, or of any materially adverse determination determination, excluding non-material office actions and similar determinations or development (including the institution of, or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of any country, regarding such Grantor’s ownership of any Copyrightsuch Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an shall (i) inform the Administrative Agent on a quarterly basis of each registration or application made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Patent or Trademark with the United States Patent and Trademark Office or, on a monthly basis, of each registration of made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Copyright with the United States Copyright Office, respectively, or any comparable office or agency in any other country filed during the preceding period, (ii) promptly execute and deliver any and all agreements, instruments, documents and papers necessary or as the Administrative Agent may otherwise reasonably request to evidence the Administrative Agent’s security interest in such U.S. Patent, Trademark or Copyright and the perfection thereof, and (iii) upon the Administrative Agent’s request, promptly execute and deliver any and all agreements, instruments, documents and papers necessary or as the Administrative Agent may otherwise reasonably request to evidence the Administrative Agent’s security interest in such non-U.S. Patent, Trademark or Copyright and the perfection thereof. (f) Each Grantor shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute in any other country with respect to maintaining and deliver pursuing each application relating to any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and/or Copyright (and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the ordinary conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright that is material to the ordinary conduct of such Grantor’s business, including the filing including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, unless affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Grantor reasonably shall determine that such Copyright is not material believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Grantor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the Copyright Collateral ordinary conduct of its business has been or is infringed uponabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor shall comply with Section 6(a)(viii) promptly notify the Administrative Agent (other than infringements, misappropriations or dilutions by franchisees or former franchisees unless and until such franchisee or former franchisee challenges the validity of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright CollateralCopyright) and shall, if such Grantor deems it necessary in its reasonable business judgment, take such actions as are reasonably appropriate under the circumstances, which may include suing and recovering damages.

Covenants Regarding Patent, Trademark and Copyright Collateral. All references to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Except as permitted by the Credit Agreement: (a) Each Credit Party agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act; provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Credit Party’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment and except that nothing in this Section 3.05 shall prohibit such Credit Party from asserting such Patent against any other person). (b) Each Credit Party will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material registered Trademark necessary to the normal conduct of such Credit Party’s business, use commercially reasonable efforts to (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal registration or claim of trademark or service mxxx as required under applicable law and (iv) not knowingly use, or knowingly permit its licensees’ use of, such Trademark in violation of any third party rights, except, in the case of (i) and (ii) above, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment. (c) Each Credit Party will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so cause) to, for each material change Copyright necessary to the normal conduct of such Credit Party’s business that it publishes, displays and distributes, use a copyright notice as necessary to establish and preserve its rights under applicable copyright laws. (d) Each Credit Party shall promptly notify the Collateral Agent if it has received written notice, other than regular reports with respect to Patents, Trademarks and Copyrights received in the ordinary course of business, that any application issued Patent, registered Trademark or registration relating registered Copyright material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Credit Party’s business may imminently become abandoned, finally refused lapsed or expired dedicated to the public, in the case of such Patent or dedicatedCopyright, prior to the end of its statutory term under applicable law, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Credit Party’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorSubject to Section 3.01(d), each Credit Party, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereoffiled during the preceding twelve-month period, and, and (ii) upon the reasonable request of Secured Partythe Collateral Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Collateral Agent may reasonably request to evidence Secured Party's Lien on the Collateral Agent’s security interest in such Patent, Trademark Trademark, or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Credit Party shall exercise its reasonable business judgment in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office or requested by Secured Party the United States Copyright Office with respect to maintain (i) maintaining and pursue pursuing each applicationapplication relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of the such Credit Party’s business, and (ii) maintaining any registration or issuance of each Patent, Trademark, and Copyright that is material to maintain the registration normal conduct of Copyrights (now or hereafter existing)such Credit Party’s business, including the filing including, when applicable and necessary in such Credit Party’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Credit Party believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Credit Party receives written notice that any Article 9 Collateral consisting of a Patent, Trademark, Copyright or Trade Secret material to the Copyright Collateral is infringed uponnormal conduct of its business has been materially infringed, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor such Credit Party shall, unless if such Credit Party deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for take actions to stop such infringement, misappropriation or dilution and protect its rights in such Patent, Trademark, Copyright, or Trade Secret, including, but not limited to, the initiation of a suit for injunctive relief and to recover any and all damages for such infringementdamages, misappropriation or dilutionin each case, and shall take such other actions as Secured Party shall deem to the extent it deems reasonably appropriate under the circumstances circumstances. Each Credit Party shall exercise its reasonable business judgment in protecting the secrecy of all Trade Secrets owned by such Credit Party that are material to protect the normal conduct of such PatentCredit Party’s business, Trademark or Copyright Collateralincluding, without limitation, if such Credit Party deems it necessary in its reasonable business judgment, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act under this Section 3.05(a) could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the First Lien Credit Agreement, with respect to the registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable steps to (i) Grantor maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) that is material change to any the conduct of such Grantor’s business and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each patent, trademark or copyright registration or application or registration relating to any Copyright (now or hereafter existing), including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding included in the United States Copyright Office or any court) regarding Intellectual Property of such Grantor that is material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of any CopyrightIntellectual Property that is owned by such Grantor and is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, right nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to register pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the samepublic domain any of its registered or applied-for Intellectual Property that is no longer used or useful, or economically practicable to keep and exclusively maintain maintain, or if such Grantor determines in its reasonable business judgment that such discontinuance or such other action is desirable in the sameconduct of its business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is acquired under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the First Lien Credit Agreement, deliver to the First Lien Collateral Agent a schedule setting forth all of such Grantor’s registered and applied-for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentFirst Lien Collateral Agent pursuant to this Section 3.05(c), Trademark or Copyright with and (ii) within a reasonable time following the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Partythe First Lien Collateral Agent, Grantor shall but in any event, not more than three times per fiscal year, execute and deliver any and all applicable Notices a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, or an amendment to a pre-existing Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of Security Interests in Patents and such Patents, Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by any Loan Documents: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the conduct of such Pledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, (i) use copyright notice as required under applicable copyright laws and (ii) prevent such works covered by a material Copyright from entering into the public domain (except to the extent such works covered by a material Copyright have expired under the latest term of protection granted pursuant to applicable law). (d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any application Patent, Trademark or registration relating Copyright material to any Copyright (now or hereafter existing), including information that the conduct of such application or registration is or Pledgor’s business may imminently become prematurely abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development development, including office actions and similar determinations or developments (including the institution ofbut excluding ordinary course office actions and similar determinations or developments), or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court) , regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an application annual basis on or about the time of delivery of financial statements for such year (commencing with the financial statements for the registration fiscal year ended December 31, 2013) of any (A) each United States Patent, Trademark and Copyright acquired by such Pledgor during the preceding twelve-month period that is registered or Copyright applied for registration with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and (B) each application and registration by itself, or through any agent, employee, licensee or designee, for any Patent or Trademark with the United States Patent and Trademark Office and each application and registration of any Copyright with the United States Copyright Office filed during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright; provided, that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. (f) Each Pledgor shall exercise its reasonable business judgment in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office or other foreign office with respect to maintaining and pursuing each application relating to any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and/or Copyright (and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright that is material to the conduct of such Pledgor’s business, including the filing including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that such any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed uponbusiness has been infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor promptly notify the Collateral Agent and shall, unless if such Pledgor deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Applicable Collateral Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PatentPledgor’s right, Trademark title and interest thereunder to (in the Applicable Collateral Agent’s sole discretion) the designee of the Applicable Collateral Agent or Copyright Collateralthe Applicable Collateral Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act under this Section 3.05(a) could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Indenture, with respect to the registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable steps to (i) Grantor maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) that is material change to any the conduct of such Grantor’s business and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each patent, trademark or copyright registration or application or registration relating to any Copyright (now or hereafter existing), including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding included in the United States Copyright Office or any court) regarding Intellectual Property of such Grantor that is material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of any CopyrightIntellectual Property that is owned by such Grantor and is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, right nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to register pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the samepublic domain any of its registered or applied-for Intellectual Property that is no longer used or useful, or economically practicable to keep and exclusively maintain maintain, or if such Grantor determines in its reasonable business judgment that such discontinuance or such other action is desirable in the sameconduct of its business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Issue Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is acquired under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Indenture, deliver to the First Lien Notes Collateral Agent a schedule setting forth all of such Grantor’s registered and applied-for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentFirst Lien Notes Collateral Agent pursuant to this Section 3.05(c), and (ii) not more than three times per fiscal year, execute and deliver to the First Lien Notes Collateral Agent a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, or an amendment to a pre-existing Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of such Patents, Trademarks and Copyrights and promptly record such Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement or amendment to a pre-existing Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, with the United States Patent and Trademark Office, the Office or United States Copyright Office (or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existingsuccessor office), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its businessas applicable. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement and, after the termination of the Credit Agreement and the First Lien Intercreditor Agreement, each Other First Lien Agreement: (a) In the exercise of its reasonable business judgment, each Pledgor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the normal conduct of such Pledgor’s business from becoming prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps as appropriate in the exercise of its reasonable business judgment with respect to any material products covered by any such Patent as necessary to protect and maintain its rights under applicable patent laws. (b) In the exercise of its reasonable business judgment, each Pledgor will use commercially reasonable efforts to, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the normal conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) In the exercise of its reasonable business judgment, each Pledgor will use commercially reasonable efforts to, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright notices as required under applicable copyright laws. (d) Each Pledgor shall notify the Agent promptly if it knows that any application Patent, Trademark or registration relating Copyright that, in such Pledgor’s reasonable business judgment, is material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Pledgor’s business may imminently become abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of the United States, regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Agent on an application annual basis at the time of delivery of financial statements for such year (commencing with the financial statements for the fiscal year ended December 31, 2018) of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agency without giving Secured Party prior written notice thereofin any other country filed during the preceding twelvemonth period, and, and (ii) upon the reasonable request of Secured Partythe Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Agent may reasonably request to evidence Secured Party's Lien on the Agent’s Security Interest in such United States federally registered or pending Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Pledgor shall exercise its reasonable business judgment with respect to maintaining and NL shall take all actions necessary or requested by Secured Party pursuing each material application relating to maintain any Patent, Trademark and/or Copyright (and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the normal conduct of such Pledgor’s business and to maintain maintain, as appropriate in accordance with its reasonable business judgment, (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright that is material to the normal conduct of such Pledgor’s business, including the filing including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Pledgor knows that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that, in such Pledgor’s reasonable business judgment, is material to the Copyright Collateral normal conduct of its business has been or is infringed uponabout to be materially infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor promptly notify the Agent and shall, unless if such Pledgor deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances circumstances. (h) Solely upon and during the continuance of an Event of Default, at the request of the Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PatentPledgor’s right, Trademark title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or Copyright Collateralthe Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will use commercially reasonable efforts to ensure that its licensees will not, take or fail to take any action whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or prematurely (after any steps to renew or extend such Grantor’s rights therein that (i) are available to such Grantor pursuant to 15 U.S.C. Section 155, 155A and NL 156 or (ii) become available to such Grantor as a result of a Change in Law, have been taken) dedicated to the public, and agrees that it shall provide reasonable continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its rights to the fullest extent (as they exist on the latter of the date hereof or the date on which such Patent is acquired) under applicable patent laws pursuant to which each such Patent is issued. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any meritorious claim of abandonment or invalidity for non-use the adverse determination of which could result in a Material Adverse Effect, (ii) maintain the quality of products and services offered under such Trademark sufficient to preclude any findings by any Governmental Authority of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to Secured Party the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is registered and (iv) not knowingly use or knowingly permit its licensees or sublicensees to use such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through licensees) will, for each work covered by a material change Copyright that it continues to publish, reproduce, display, adopt or distribute, provide appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application Patent, Trademark or registration relating Copyright material to any Copyright (now or hereafter existing), including information that such application or registration is or the conduct of its business may become abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution ofof any proceeding, or any such materially adverse determination or development indevelopment, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the same. (ii) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with by the United States Patent and Trademark Office, the United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or agency without giving Secured Party prior Copyright, its right to register, or to keep and maintain the same. (e) Each Grantor will deliver to the Collateral Agent a written notice thereofsupplement to the Schedules hereto showing any additional Copyrights, andCopyright Licenses, upon request Patents, Patent Licenses, Trademarks and Trademark Licenses acquired by such Grantor after the date hereof, all to the extent and in the form necessary for filing in reasonable detail, which supplements shall be delivered (x) with respect to Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses that are registered in the U.S., not later than 30 days after the end of Secured Partyeach fiscal quarter of the Company beginning with the fiscal quarter ended July 3, 2009, and (y) with respect to all other Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses, not later than 30 days after the end of each fiscal quarter of the Company ended on or about July 3 and January 1 of each fiscal year, beginning with the fiscal quarter ended July 3, 2009; provided, however, that such written supplement need not reflect any License granting any right to any third party under any Copyright, Patent or Trademark now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license. Each Grantor shall execute and deliver to the Collateral Agent, and have recorded, any and all applicable Notices agreements, instruments, documents and papers, (i) if the Senior Credit Facility is at such time a Minimum Size Credit Facility, if requested to do so with respect to the First Priority Lien Obligations by the First Priority Representative pursuant to Section 4.13 of the First Lien Security Interests in Patents Agreement and Trademarks and Notices of Security Interests in Copyrights (ii) if the Senior Credit Facility is not a Minimum Size Credit Facility, as Secured Party may request be reasonably necessary, to evidence Secured Party's Lien on and perfect the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the General Intangibles Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of Grantor relating thereto or represented therebysuch attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (iiif) Each Grantor will exercise its reasonable business judgment as to all necessary steps that are consistent with the practice in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office, United States Copyright Office or requested by Secured Party any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each applicationmaterial application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant registration grant or registration) and to maintain the each issued Patent and each registration of the Trademarks and Copyrights (now or hereafter existing)that is material to the conduct of any Grantor’s business, including the filing including, when applicable, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to the conduct of its businessinitiate opposition, interference and cancelation proceedings against third parties. (ivg) In the event that any Grantor has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright material to the Copyright Collateral conduct of any Grantor’s business has been or is infringed uponabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor promptly shall comply with Section 6(a)(viii) of this Security Agreement. Grantor notify the Collateral Agent and shall, unless it shall reasonably determine that such Copyright Collateral is not material to if consistent with the conduct of its Grantor’s reasonable good business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem are appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Perfection Agent or its designee, except to the extent that the Perfection Agent shall determine that any such assignment would result in the permanent destruction of the value or validity of such License or the Intellectual Property that is the subject of such License; provided, however, that nothing in this sentence shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any such determination, and no action taken or permitted to be taken by the Collateral Agent or any Secured Party with respect to such determination shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. (i) Each Grantor shall ensure that fully executed security agreements in the form hereof (or short-form supplements to this Agreement in form and substance reasonably satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property, to the extent and in the form necessary for filing, shall have been received within three months after the execution of this Agreement with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and within one month after the execution of this Agreement with respect to United States registered Copyrights by the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction in the United States (or any political subdivision thereof) and its territories and possessions, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Such DIP Loan Party shall (and NL shall provide cause all its licensees to) (A) (1) use commercially reasonable efforts to maintain Trademarks in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use except for any abandonments that are in the ordinary course of business, consistent with past practice and conduct, (2) use commercially reasonable efforts to maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Law, (4) not file for registration any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Agent shall obtain a perfected security interest in such other Trademark pursuant to Secured this Agreement and (B) not do any act or omit to do any act whereby (1) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (2) any Patent may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (3) any portion of the Copyrights may become invalidated, otherwise impaired or fall into the public domain or (4) any Trade Secret may become publicly available or otherwise unprotectable, except in the ordinary course of business, consistent with past practice. (ii) Such DIP Loan Party of any material change shall notify the Agent immediately if it knows, or has reason to know, that any application or registration relating to any Copyright (now or hereafter existing), including information that such application or registration is or Borrower Intellectual Property may become forfeited, misused, unenforceable, abandoned, finally refused or expired or dedicateddedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such DIP Loan Party’s ownership of, interest in, right to use, register, own or maintain any Borrower Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any applicable filing office). Such DIP Loan Party shall take all actions that are necessary or reasonably requested by the United States Copyright Office Agent to maintain and pursue each application (and to obtain the relevant registration or any courtrecordation) regarding Grantor’s ownership of any Copyright, right and to register the same, or to keep maintain each Patent registration and exclusively maintain the same. (ii) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyrecordation. (iii) Grantor and NL Such DIP Loan Party shall take all actions necessary not knowingly do any act or requested by Secured Party omit to maintain and pursue each applicationdo any act to infringe, to obtain misappropriate, dilute, violate, or otherwise impair in any material respect the relevant registration and to maintain the registration Intellectual Property of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) any other Person. In the event that any Intellectual Property of the Copyright Collateral such DIP Loan Party is infringed uponor has been infringed, misappropriated, violated, diluted, or misappropriated or diluted otherwise impaired by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and DIP Loan Party shall take such other actions action as Secured Party shall deem it reasonably deems appropriate under the circumstances to protect such Patentin response thereto, Trademark or Copyright Collateralincluding promptly bringing suit and recovering all damages 101 therefor, together with any other and further action reasonably requested by the Agent (at the direction of the Required DIP Lenders).

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Within five Business Days after any delivery of financial statements under Section 5.01(a) or Section 5.01(b) of the Credit Agreement, the Loan Parties will deliver a supplement to Schedule III hereto identifying (A) all of each Loan Party’s United States registered Patents and NL shall provide reasonable notice Patent applications, including the name of the registered owner, type, registration or application number and the expiration date (if already registered) of each such Patent and Patent application, (B) all of each Loan Party’s United States registered Trademarks and Trademark applications, including the name of the registered owner, the registration or application number and the expiration date (if already registered) of each such Trademark and Trademark application, and (C) all of each Loan Party’s United States registered Copyrights and Copyright applications, including the name of the registered owner, title and, if applicable, the registration number of each such Copyright or Copyright application, in each case, that have not been so identified prior to Secured Party of such supplement; provided that any material change to any application or registration relating to any Copyright such item enumerated in the preceding clauses (now or hereafter existingA), including information that (B) or (C) shall automatically constitute Collateral as if such application would have constituted Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Loan Party hereby (1) agrees to execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Intellectual Property and (2) appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the sole purposes of evidencing or registration is or may become abandonedperfecting such Security Interest, finally refused or expired or dedicatedall acts of such attorney being hereby ratified and confirmed and such power, or of any adverse determination or development (including the institution ofbeing coupled with an interest, or any such determination or development in, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the samebeing irrevocable. (ii) In no event Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party agrees that it will not do any act or omit do to any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any United States registered Patent may become invalidated or dedicated to the public, and agrees that it shall Grantorcontinue to xxxx any products covered by a United States registered Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (iii) Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either directly itself or through its licensees or its sublicensees) will, for each United States registered Trademark, (A) maintain such Trademark in full force free from any agentclaim of abandonment or invalidity for non-use, employee(B) maintain the quality of products and services offered under such Trademark, licensee (C) display such Trademark with notice of Federal or designee, file an application for foreign registration to the registration extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (D) not knowingly use or knowingly permit the use of such Trademark in violation of any Patentthird party rights. (iv) Except to the extent that the failure to do so, Trademark individually or Copyright in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through its licensees or sublicensees) will, for each work covered by a United States registered Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum associated rights under applicable copyright laws. (v) Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request in any political subdivision of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party United States to maintain and pursue each applicationmaterial application relating to any United States Patent, United States Trademark or United States Copyright (and to obtain the relevant registration grant or registration) and to maintain the each issued United States Patent and each registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its businessUnited States Trademarks and United States Copyrights. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor take all steps to maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application that is material change to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any application Grantor from disposing of, discontinuing the use or registration relating maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any Copyright (now of its registered or hereafter existing)applied for Intellectual Property that is no longer used or useful, including information or economically practicable to maintain, or if such Grantor determines in its reasonable business judgment that such application or registration discontinuance is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding desirable in the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any Copyright, right to register the same, or to keep and exclusively maintain the sameits business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Collateral. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Credit Agreement, deliver to the Term Collateral Agent a schedule setting forth all of such Grantor’s registered and applied for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentTerm Collateral Agent pursuant to this Section 3.05(c), Trademark or Copyright with and (ii) within a reasonable time following the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Partythe Term Collateral Agent, Grantor shall execute and deliver a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of such Patents, Trademarks and Copyrights, and any and all applicable Notices of Security Interests in Patents other agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Term Collateral Agent may reasonably request to evidence Secured Party's Lien on and perfect the Security Interest in such Patentregistered or applied for Patents, Trademark Trademarks or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. All references to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Except as permitted by the Credit Agreement: (a) Each Credit Party agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act; provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Credit Party’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment and except that nothing in this Section 3.05 shall prohibit such Credit Party from asserting such Patent against any other person). (a) Each Credit Party will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material registered Trademark necessary to the normal conduct of such Credit Party’s business, use commercially reasonable efforts to (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal registration or claim of trademark or service mxxx as required under applicable law and (iv) not knowingly use, or knowingly permit its licensees’ use of, such Trademark in violation of any third party rights, except, in the case of (i) and (ii) above, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment. (b) Each Credit Party will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so cause) to, for each material change Copyright necessary to the normal conduct of such Credit Party’s business that it publishes, displays and distributes, use a copyright notice as necessary to establish and preserve its rights under applicable copyright laws. (c) Each Credit Party shall promptly notify the Collateral Agent if it has received written notice, other than regular reports with respect to Patents, Trademarks and Copyrights received in the ordinary course of business, that any application issued Patent, registered Trademark or registration relating registered Copyright material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Credit Party’s business may imminently become abandoned, finally refused lapsed or expired dedicated to the public, in the case of such Patent or dedicatedCopyright, prior to the end of its statutory term under applicable law, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Credit Party’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iid) In no event shall GrantorSubject to Section 3.01(d), each Credit Party, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereoffiled during the preceding twelve-month period, and, and (ii) upon the reasonable request of Secured Partythe Collateral Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Collateral Agent may reasonably request to evidence Secured Party's Lien on the Collateral Agent’s security interest in such Patent, Trademark Trademark, or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiie) Grantor Each Credit Party shall exercise its reasonable business judgment in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office or requested by Secured Party the United States Copyright Office with respect to maintain (i) maintaining and pursue pursuing each applicationapplication relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of the such Credit Party’s business, and (ii) maintaining any registration or issuance of each Patent, Trademark, and Copyright that is material to maintain the registration normal conduct of Copyrights (now or hereafter existing)such Credit Party’s business, including the filing including, when applicable and necessary in such Credit Party’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Credit Party believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivf) In the event that any Credit Party receives written notice that any Article 9 Collateral consisting of a Patent, Trademark, Copyright or Trade Secret material to the Copyright Collateral is infringed uponnormal conduct of its business has been materially infringed, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor such Credit Party shall, unless if such Credit Party deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for take actions to stop such infringement, misappropriation or dilution and protect its rights in such Patent, Trademark, Copyright, or Trade Secret, including, but not limited to, the initiation of a suit for injunctive relief and to recover any and all damages for such infringementdamages, misappropriation or dilutionin each case, and shall take such other actions as Secured Party shall deem to the extent it deems reasonably appropriate under the circumstances circumstances. (g) Each Credit Party shall exercise its reasonable business judgment in protecting the secrecy of all Trade Secrets owned by such Credit Party that are material to protect the normal conduct of such PatentCredit Party’s business, Trademark or Copyright Collateralincluding, without limitation, if such Credit Party deems it necessary in its reasonable business judgment, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor take all steps to maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application that is material change to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any application Grantor from disposing of, discontinuing the use or registration relating maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any Copyright (now of its registered or hereafter existing)applied for Intellectual Property that is no longer used or useful, including information or economically practicable to maintain, or if such Grantor determines in its reasonable business judgment that such application or registration discontinuance is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding desirable in the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any Copyright, right to register the same, or to keep and exclusively maintain the sameits business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Credit Agreement, deliver to the Term Collateral Agent a schedule setting forth all of such Grantor’s registered and applied for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentTerm Collateral Agent pursuant to this Section 3.05(c), Trademark or Copyright with and (ii) within a reasonable time following the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Partythe Term Collateral Agent, Grantor shall execute and deliver a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of such Patents, Trademarks and Copyrights, and any and all applicable Notices of Security Interests in Patents other agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Term Collateral Agent may reasonably request to evidence Secured Party's Lien on and perfect the Security Interest in such Patentregistered or applied for Patents, Trademark Trademarks or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor and NL shall provide reasonable notice Except to Secured Party of any material change the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to any registration or pending application of each item of its (b) Each Grantor agrees that, should it obtain an ownership interest or registration relating a License in or to any Copyright (now or hereafter existing)Intellectual Property after the Issue Date the provisions of this Agreement shall automatically apply thereto. For the avoidance of doubt, including information a security interest shall not be granted in any Intellectual Property that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the sameconstitutes Excluded Assets. (iic) In no event shall Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 4.04 of the Indenture, deliver to the Collateral Agent a schedule setting forth all of such Grantor’s issued, registered and applied-for United States Patents, Trademarks and Copyrights, in each case that are not listed on Schedule III hereto or on a schedule previously provided to the Collateral Agent pursuant to this Section 3.05(c) but excluding, for the registration avoidance of doubt, any PatentIntellectual Property falling within the scope of the final sentence of Section 3.05(a), Trademark or Copyright and (ii) within a reasonable time, with the United States Patent and Trademark Officerespect to any such Intellectual Property listed on such schedule that constitutes Article 9 Collateral, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of Security Interests in Patents and such United States Patents, Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iiid) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain In connection with the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct Collateral Agent’s exercise of its business. remedies under Section 4.01, each Grantor agrees to take commercially reasonable efforts to cooperate with the Collateral Agent in any attempt to prosecute or maintain any material Intellectual Property (ivas determined by such Grantor in good faith) In the event that or sue for infringement of any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with material Intellectual Property pursuant to Section 6(a)(viii) of this Security Agreement4.01. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.ARTICLE IV

Covenants Regarding Patent, Trademark and Copyright Collateral. Within five Business Days after any delivery of financial statements under Section 5.01(a) or Section 5.01(b) of the Credit Agreement, the Loan Parties will deliver a supplement to Schedule III hereto identifying (iA) Grantor all of each Loan Party’s United States issued Patents and NL shall provide reasonable notice Patent applications, including the name of the registered owner, type, registration or application number and the expiration date (if already registered) of each such Patent and Patent application, (B) all of each Loan Party’s United States registered Trademarks and Trademark applications, including the name of the registered owner, the registration or application number and the expiration date (if already registered) of each such Trademark and Trademark application, and (C) all of each Loan Party’s United States registered Copyrights and Copyright applications, including the name of the registered owner, title and, if applicable, the registration number of each such Copyright or Copyright application, in each case, that have not been so identified prior to Secured Party of such supplement; provided that any material change to any application or registration relating to any Copyright such item enumerated in the preceding clauses (now or hereafter existingA), including information that (B) or (C) shall automatically constitute Collateral as if such application or registration is or may become abandoned, finally refused or expired or dedicated, or would have constituted Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any adverse determination or development party. Each Loan Party hereby (including the institution of, or any such determination or development in, any proceeding in the United States Copyright Office or any court1) regarding Grantor’s ownership of any Copyright, right agrees to register the same, or to keep and exclusively maintain the same. (ii) In no event shall Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Collateral Agent may reasonably request to evidence Secured Party's Lien on the Collateral Agent’s security interest in such PatentIntellectual Property and (2) appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the sole purposes of evidencing or perfecting such Security Interest, Trademark all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an interest, being irrevocable. Except to the extent that the failure to do so, individually or Copyrightin the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party agrees that it will not do any act or omit do to any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any United States issued Patent may become invalidated or dedicated to the public, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL agrees that it shall take all actions necessary or requested continue to xxxx any products covered by Secured Party to maintain and pursue each application, to obtain a United States issued Patent with the relevant registration patent number as necessary and sufficient to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of establish and preserve its businessmaximum rights under applicable patent laws. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. All refer- ences to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Ex- cept as permitted by the Indenture: (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from do- ing any act or omitting to do any act, provided that no Grantor shall be obligated to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Grantor’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the extent such action or inaction is deemed ad- visable in such Grantor’s reasonable business judgment and except that nothing in this Sec- tion 3.05 shall prohibit such Grantor from asserting such Patent against any other person). (b) Each Grantor will, and will use its commercially reasonable efforts to contractu- ally require its licensees and its sublicensees (provided that no Grantor shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material registered Trademark necessary to the normal conduct of such Grantor’s business, use commercially rea- sonable efforts to (i) Grantor and NL shall provide reasonable notice to Secured Party maintain such Trademark in full force free from any adjudication of any material change to any application aban- donment or registration relating to any Copyright (now or hereafter existing)invalidity for non-use, including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Copyright Office or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the same. (ii) In no event shall Grantormaintain the quality of products and services offered under such Trademark, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed uponnot knowingly use, or misappropriated or diluted by a knowingly permit its licensees’ use of, such Trademark in violation of any third partyparty rights, Grantor shall comply with Section 6(a)(viiiexcept, in the case of (i) of this Security Agreement. Grantor shalland (ii) above, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its extent such action or inaction is deemed advisable in such Grantor’s reasonable business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateraljudgment.

Covenants Regarding Patent, Trademark and Copyright Collateral. All references to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Except as permitted by the Credit Agreement: (a) Each Credit Party agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act; provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Credit Party’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment and except that nothing in this Section 3.05 shall prohibit such Credit Party from asserting such Patent against any other person). (b) Each Credit Party will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material registered Trademark necessary to the normal conduct of such Credit Party’s business, use commercially reasonable efforts to (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal registration or claim of trademark or service mxxx as required under applicable law and (iv) not knowingly use, or knowingly permit its licensees’ use of, such Trademark in violation of any third party rights, except, in the case of (i) and (ii) above, to the extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment. (c) Each Credit Party will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees (provided that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so cause) to, for each material change Copyright necessary to the normal conduct of such Credit Party’s business that it publishes, displays and distributes, use a copyright notice as necessary to establish and preserve its rights under applicable copyright laws. (d) Each Credit Party shall promptly notify the Collateral Agent if it has received written notice, other than regular reports with respect to Patents, Trademarks and Copyrights received in the ordinary course of business, that any application issued Patent, registered Trademark or registration relating registered Copyright material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Credit Party’s business may imminently become abandoned, finally refused lapsed or expired dedicated to the public, in the case of such Patent or dedicatedCopyright, prior to the end of its statutory term under applicable law, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Credit Party’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorSubject to Section 3.01(d), each Credit Party, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereoffiled during the preceding twelve-month period, and, and (ii) upon the reasonable request of Secured Partythe Collateral Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Collateral Agent may reasonably request to evidence Secured Party's Lien on the Collateral Agent’s security interest in such Patent, Trademark Trademark, or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Credit Party shall exercise its reasonable business judgment in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office or requested by Secured Party the United States Copyright Office with respect to maintain (i) maintaining and pursue pursuing each applicationapplication relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of the such Credit Party’s business, and (ii) maintaining any registration or issuance of each Patent, Trademark, and Copyright that is material to maintain the registration normal conduct of Copyrights (now or hereafter existing)such Credit Party’s business, including the filing including, when applicable and necessary in such Credit Party’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Credit Party believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Credit Party receives written notice that any Article 9 Collateral consisting of a Patent, Trademark, Copyright or Trade Secret material to the Copyright Collateral is infringed uponnormal conduct of its business has been materially infringed, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor such Credit Party shall, unless if such Credit Party deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for take actions to stop such infringement, misappropriation or dilution and protect its rights in such Patent, Trademark, Copyright, or Trade Secret, including, but not limited to, the initiation of a suit for injunctive relief and to recover any and all damages for such infringementdamages, misappropriation or dilutionin each case, and shall take such other actions as Secured Party shall deem to the extent it deems reasonably appropriate under the circumstances circumstances. (h) Each Credit Party shall exercise its reasonable business judgment in protecting the secrecy of all Trade Secrets owned by such Credit Party that are material to protect the normal conduct of such PatentCredit Party’s business, Trademark or Copyright Collateralincluding, without limitation, if such Credit Party deems it necessary in its reasonable business judgment, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement or as would not reasonably be expected to result in a Material Adverse Effect: (i1) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act) whereby any material Patent owned by such Grantor that is necessary to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it will take commercially reasonable steps with respect to any material products covered by any such Patent as necessary to establish and preserve its rights under applicable patent laws. (2) Each Grantor will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees to, for each material Trademark owned by such Grantor and NL shall provide reasonable necessary to the normal conduct of such Grantor’s business: (a) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use; (b) maintain the quality of products and services offered under such Trademark; (c) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law; and (d) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (3) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees to, for each work covered by a material change Copyright owned by such Grantor and necessary to the normal conduct of such Grantor’s business and that it publishes, displays and distributes, use a copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws. (4) Each Grantor shall notify the Collateral Agent promptly if it knows that any application material Patent, Trademark or registration relating Copyright owned by such Grantor and necessary to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Grantor’s business may imminently become abandoned, finally refused lapsed or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court, or any court) regarding Grantor’s ownership of any Copyright, right to register the same, or to keep and exclusively maintain the same.similar (ii5) In no event shall Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application for will, upon the registration reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in each Patent, Trademark Trademark, or Copyright listed in each updated Perfection Certificate (or in any applicable specified information contained in the Perfection Certificate) furnished pursuant to Section 5.04(6) of the Credit Agreement. (6) Each Grantor will exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or with respect to maintaining and pursuing each application owned by such Grantor relating to any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such material Patent, Trademark or Copyright, and/or Copyright (and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain obtaining the relevant registration grant or registration) necessary to the normal conduct of such Grantor’s business and to maintain (a) each such Patent and (b) the registration registrations of Copyrights (now or hereafter existing)each such Trademark and each such Copyright, including the filing including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, unless affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Grantor reasonably shall determine that such Copyright is not material believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (iv7) In the event that any Grantor knows or has reason to know that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright necessary to the Copyright Collateral is infringed uponnormal conduct of its business has been materially infringed, or misappropriated or diluted by a third party, such Grantor shall comply with Section 6(a)(viii) of this Security Agreement. will promptly notify the Collateral Agent and will, if such Grantor shall, unless deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateralcircumstances.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement, until Payment in Full: (a) Each Pledgor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the normal conduct of such Pledgor’s business may reasonably be expected to become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent designed to establish and preserve its rights therein under applicable patent laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the normal conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in a manner that would not reasonably be expected to result in any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration, or claim of trademark or service mark in each case, if and to Secured Party the extent required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright notice if and to the extent required under applicable copyright laws. (d) Each Pledgor shall notify the Agent promptly if it knows (i) that any application Patent, Trademark or registration relating Copyright owned by such Pledgor and material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Pledgor’s business may imminently become abandoned, finally refused lost or expired or dedicateddedicated to the public, or (ii) of any materially adverse determination or development (including the institution of, excluding office actions and similar determinations or any such determination or development in, any proceeding developments) in the United States Patent and Trademark Office, the Puerto Rico Trademark Office, the United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, file an shall (i) give notice to the Agent concurrently with the delivery of financial statements pursuant to Section 5.04(a) of the Credit Agreement of (x) each application filed during the period since the last notice to the Agent pursuant to this clause (whether filed by itself, or through any agent, employee, licensee or designee) for (x) any Patent with the United States Patent and Trademark Office and (y) any registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the Puerto Rico Trademark Office or the United States Copyright Office or any similar office or agency without giving Secured Party prior written Office, and (y) each Exclusive Copyright License acquired since the last notice thereof, and, to the Agent pursuant to this clause and (ii) upon the reasonable request of Secured Partythe Agent, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Agent may reasonably request to evidence Secured Party's Lien on the Agent’s security interest in any Article 9 Collateral consisting of U.S. issued Patents, and U.S. or Puerto Rican registered Trademarks or U.S. registered Copyrights (and applications therefor), in each case, owned by such Pledgor and any Article 9 Collateral consisting of Exclusive Copyright Licenses; provided that, to the extent any such Patent, Trademark and Copyright and Exclusive Copyright License is Article 9 Collateral, the provisions Article III hereof shall automatically apply thereto and any such Patent, Trademark or Copyright, Copyright or Exclusive Copyright License shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the General Intangibles of Grantor relating thereto or represented therebyLien and security interest created by this Agreement without further action by any party. (iiif) Grantor Each Pledgor shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and NL shall take all actions necessary Trademark Office, the Puerto Rico Trademark Office or requested the United States Copyright Office with respect to maintaining and pursuing each material application owned by Secured Party such Pledgor relating to maintain any Patent, Trademark and/or Copyright (and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright owned by such Pledgor that is material to the normal conduct of such Pledgor’s business, including the filing including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Pledgor knows that any Article 9 Collateral consisting of a Patent, Trademark or Copyright owned by such Pledgor and material to the Copyright Collateral normal conduct of its business has been or is infringed uponabout to be materially infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor promptly notify the Agent and shall, unless if such Pledgor deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution sue and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PatentPledgor’s right, Trademark title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or Copyright Collateralthe Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Within five Business Days after any delivery of financial statements under Section 5.01(a) of the Credit Agreement, the Loan Parties will deliver a supplement to Schedule III hereto identifying (A) all of each Loan Party’s United States registered Patents and NL shall provide reasonable notice to Secured Party of any material change to any application or registration relating to any Copyright (now or hereafter existing)Patent applications, including information that the name of the registered owner, type, registration or application number and the expiration date (if already registered) of each such application or registration is or may become abandonedPatent and Patent application, finally refused or expired or dedicated(B) all of each Loan Party’s United States registered Trademarks and Trademark applications, or of any adverse determination or development (including the institution ofname of the registered owner, the registration or any application number and the expiration date (if already registered) of each such determination or development inTrademark and Trademark application, any proceeding in the and (C) all of each Loan Party’s United States registered Copyrights and Copyright Office applications, including the name of the registered owner, title and, if applicable, the registration number of each such Copyright or Copyright application, in each case, that have not been so identified prior to such supplement. Each Loan Party hereby (1) agrees to execute and deliver any courtand all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Intellectual Property and (2) regarding Grantor’s ownership appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the sole purposes of any Copyrightevidencing or perfecting such Security Interest, right to register the sameall acts of such attorney being hereby ratified and confirmed and such power, or to keep and exclusively maintain the samebeing coupled with an interest, being irrevocable. (ii) In no event Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party agrees that it will not do any act or omit do to any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any United States registered Patent may become invalidated or dedicated to the public, and agrees that it shall Grantorcontinue to xxxx any products covered by a United States registered Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (iii) Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either directly itself or through its licensees or its sublicensees) will, for each United States registered Trademark, (A) maintain such Trademark in full force free from any agentclaim of abandonment or invalidity for non-use, employee(B) maintain the quality of products and services offered under such Trademark, licensee (C) display such Trademark with notice of Federal or designee, file an application for foreign registration to the registration extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (D) not knowingly use or knowingly permit the use of such Trademark in violation of any Patentthird party rights. (iv) Except to the extent that the failure to do so, Trademark individually or Copyright in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through its licensees or sublicensees) will, for each work covered by a United States registered Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum associated rights under applicable copyright laws. (v) Except to the extent that the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Loan Party will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request in any political subdivision of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party United States to maintain and pursue each applicationmaterial application relating to any United States Patent, United States Trademark or United States Copyright (and to obtain the relevant registration grant or registration) and to maintain the each issued United States Patent and each registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its businessUnited States Trademarks and United States Copyrights. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor take all steps to maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) that is material change to the conduct of such Grantor’s business and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application that is material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any application Grantor from disposing of, discontinuing the use or registration relating maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any Copyright (now of its registered or hereafter existing)applied for Intellectual Property that is no longer used or useful, including information or economically practicable to maintain, or if such Grantor determines in its reasonable business judgment that such application or registration discontinuance is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding desirable in the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any Copyright, right to register the same, or to keep and exclusively maintain the sameits business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 6.4(b) of the Credit Agreement, deliver to the Administrative Agent a schedule setting forth all of such Grantor’s registered and applied for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentAdministrative Agent pursuant to this Section 3.05(c), Trademark or Copyright with and (ii) within a reasonable time following the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Partythe Administrative Agent, Grantor shall execute and deliver a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of such Patents, Trademarks and Copyrights, and any and all applicable Notices of Security Interests in Patents other agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the Administrative Agent may reasonably request to evidence Secured Party's Lien on and perfect the Security Interest in such Patentregistered or applied for Patents, Trademark Trademarks or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Notes Indenture, or any Other Second Lien Agreement: (a) In the exercise of its reasonable business judgment, each Pledgor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the normal conduct of such Pledgor’s business from becoming prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps as appropriate in the exercise of its reasonable business judgment with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) In the exercise of its reasonable business judgment, each Pledgor will use commercially reasonable efforts to, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the normal conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) In the exercise of its reasonable business judgment, each Pledgor will use commercially reasonable efforts to, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright notices as required under applicable copyright laws. (d) Each Pledgor shall notify the First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) promptly if it knows that any application Patent, Trademark or registration relating Copyright that, in such Pledgor’s reasonable business judgment, is material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Pledgor’s business may imminently become abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office Office, any court or any court) similar office of the United States, regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register the same, or to keep and exclusively maintain the same. (iie) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, file shall (i) inform the Agent on an application annual basis at the time of delivery of financial statements for such year (commencing with the financial statements for the fiscal year ended December 31, 2018) of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agency without giving Secured Party prior written notice thereofin any other country filed during the preceding twelve-month period, and, and (ii) upon the reasonable request of Secured Partythe First Lien Agent (or, Grantor shall if the First Lien Termination Date has occurred, the Agent), execute and deliver any and all applicable Notices of Security Interests in Patents agreements, instruments, documents and Trademarks and Notices of Security Interests in Copyrights papers as Secured Party the First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) may reasonably request to evidence Secured Party's Lien on the Agent’s Security Interest in such United States federally registered or pending Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Pledgor shall exercise its reasonable business judgment with respect to maintaining and NL shall take all actions necessary or requested by Secured Party pursuing each material application relating to maintain any Patent, Trademark and/or Copyright (and pursue each application, to obtain obtaining the relevant registration grant or registration) material to the normal conduct of such Pledgor’s business and to maintain maintain, as appropriate in accordance with its reasonable business judgment, (i) each issued Patent and (ii) the registration registrations of Copyrights (now or hereafter existing)each Trademark and each Copyright that is material to the normal conduct of such Pledgor’s business, including the filing including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to the conduct of its businessinitiate opposition, interference and cancellation proceedings against third parties. (ivg) In the event that any Pledgor knows that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that, in such Pledgor’s reasonable business judgment, is material to the Copyright Collateral normal conduct of its business has been or is infringed uponabout to be materially infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall comply with Section 6(a)(viiipromptly notify the First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) of this Security Agreement. Grantor and shall, unless if such Pledgor deems it shall reasonably determine that such Copyright Collateral is not material to the conduct of necessary in its reasonable business or operationsjudgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Secured Party shall deem are reasonably appropriate under the circumstances circumstances. (h) Solely upon and during the continuance of an Event of Default, at the request of the First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent), each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PatentPledgor’s right, Trademark title and interest thereunder to (in the First Lien Agent’s (or, if the First Lien Termination Date has occurred, the Agent’s) sole discretion) the designee of such agent or Copyright Collateralsuch agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Xxxxxxx agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that, in such Pledgor’s reasonable business judgment, is material to the normal conduct of such Pledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws, in each case other than to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Xxxxxxx will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark that, in such Pledgor’s reasonable business judgment, is necessary to the normal conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and NL shall provide reasonable services offered under such Trademark, (iii) display such Trademark with notice to Secured Party of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights, in each case other than to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) Each Xxxxxxx will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material change Copyright that, in such Pledgor’s reasonable business judgment, is necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws, in each case other than to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) Each Xxxxxxx shall notify the Administrative Agent promptly if it knows that any application Patent, Trademark or registration relating Copyright that, in such Pledgor’s reasonable business judgment, is material to any Copyright (now or hereafter existing), including information that the normal conduct of such application or registration is or Pledgor’s business may imminently become abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution ofdetermination, or any such determination or development in, any proceeding excluding office actions and similar determinations in the United States Copyright Patent and Trademark Office or any court) the United States Copyright Office, regarding Grantorsuch Pledgor’s ownership of any Copyrightsuch material Patent, Trademark or Copyright or its right to register or to maintain the same, or in each case other than to keep and exclusively maintain the sameextent the failure to do so could not reasonably be expected to have a Material Adverse Effect. (iid) In no event shall GrantorEach Pledgor, either directly itself or through any agent, employee, licensee or designee, shall (i) inform the Administrative Agent on an annual basis (at the time of delivery of the annual financial statements pursuant to Section 5.04(a) of the Credit Agreement) (the “Time of the Annual Report”) of each registration and each application, if any, made by itself, or through any agent, employee, licensee or designee, for any Copyright with the United States Copyright Office filed during the preceding fiscal year, and (ii) execute and file an application any and all agreements, instruments, documents and papers as are necessary or as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Copyright (it being understood, for the registration avoidance of doubt, that no Pledgor shall be required to make any Patent, Trademark or Copyright filings with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby). (iiie) Grantor Upon and NL during the continuance of an Event of Default, each Pledgor shall take all actions necessary or requested by Secured Party to maintain and pursue each application, use commercially reasonable efforts to obtain all requisite consents or approvals from the relevant registration licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to maintain (in the registration of Copyrights (now or hereafter existing), including Administrative Agent’s sole discretion) the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any designee of the Copyright Collateral is infringed upon, Administrative Agent or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright CollateralAdministrative Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent which constitutes Article 9 Collateral that is material to the conduct of its business would become invalidated or dedicated to the public. (b) Each Grantor agrees, promptly upon learning thereof, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who such Grantor believes is, or may be, infringing, misappropriating, diluting or otherwise violating any of such Grantor’s rights in and to any Trademark, Domain Name, Patent, Copyright, or other Intellectual Property in any manner that could reasonably be expected to have a Material Adverse Effect, or with respect to any party claiming in writing that any Grantor or any aspect of such Grantor’s present or contemplated business infringes, misappropriates, dilutes or otherwise violates in any material respect any property right of that party to the extent such claim could reasonably be expected to have a Material Adverse Effect. (c) [RESERVED]. (d) Each Grantor (either itself or through its licensees or sublicensees) agrees to use its Trademarks and Domain Names that are material to such Grantor’s business in interstate commerce during the time in which this Agreement is in effect and to take all such other actions as are necessary to preserve such Trademarks as trademarks or service marks under the laws of the United States or applicable foreign law, including: (i) Grantor maintaining such Trademarks in full force free from any claim of abandonment or invalidity for non use, (ii) using commercially reasonable efforts to maintain the quality of products and NL shall provide services offered under such Trademarks, (iii) displaying such Trademarks with appropriate notice of federal or foreign registration (or, if such Trademark is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the extent necessary and sufficient in its reasonable notice judgment to Secured Party establish and preserve its material rights under applicable law and (iv) not knowingly using or knowingly permitting the use of such Trademarks in any violation of any third party rights. (e) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright and that is material change to any application or registration relating the conduct of its business, continue to any Copyright publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable copyright laws. (now or hereafter existingf) Subject to Section 4.03(b), each Grantor shall, at its own expense, (a) diligently process all documents required to maintain all registrations for Trademarks, Domain Names, and Copyrights, and all issued Patents, including information that but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office and the United States Copyright Office for all of its registered Trademarks and Copyrights and issued Patents, and (b) diligently prosecute all applications for Trademarks, Patents, and Copyrights listed in Schedule 4.02(j) to the U.S. GCA Disclosure Letter for such Grantor; and in each case, shall pay all fees and disbursements in connection therewith and shall not abandon any such filing or affidavit of use, any such application of renewal, or any other such application prior to the exhaustion of all reasonable administrative and judicial remedies without prior written consent of the Collateral Agent. In the event that any Grantor becomes aware of any Person infringing, misappropriating, or otherwise violating such Grantor’s rights in any Trademark, Domain Name, Patent, Copyright, or other Intellectual Property rights in any manner that would reasonably be expected to have a Material Adverse Effect, such Grantor further agrees to xxx for infringement, misappropriation or such other applicable violation in accordance with its reasonable business practices and reasonable business judgment. Nothing in this Agreement shall prevent any Grantor from discontinuing the use, maintenance or prosecution of registration of any Article 9 Collateral that is material to a Grantor’s business consisting of a Patent, Trademark, Domain Name or may Copyright, or declining to pursue any claim of infringement, misappropriation or other violation, if (x) desirable in the conduct of its business (in such Grantor’s reasonable business judgment) or (y) permitted by the Credit Agreement. (g) Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the conduct of its business could reasonably be expected to become abandoned, finally refused lost or expired or dedicateddedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and exclusively maintain the same. (iih) In no the event shall any Grantor, either directly itself or through any agent, employee, licensee or designee, file files an application for the registration of with respect to any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or in any similar office other country or agency without giving Secured Party prior written notice any political subdivision thereof, and, upon request of Secured Party, such Grantor shall together with each compliance certificate required to be delivered pursuant to Section 9.01(e) of the Credit Agreement, inform the Collateral Agent and execute and deliver any and all applicable Notices a grant of Security Interests security interest in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateralin the form of Exhibits II, III or IV, as applicable, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until such time as when the Total Commitment and all Secured Hedging Agreements have terminated and the Loans and Notes (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 7.03 and in the other provisions of the Secured Debt Agreements which are not then due and payable) incurred hereunder and under the other Secured Debt Agreements are paid in full.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Except as permitted by the Credit Agreement or to the extent failure to act would not reasonably be expected to have a Material Adverse Effect, each Grantor and NL shall provide agrees to take all reasonable notice to Secured Party of any material change to any application or registration relating to any Copyright (now or hereafter existing)steps, including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, in any proceeding in before the United States Patent and Trademark Office and the United States Copyright Office Office, to pursue any application and maintain and renew any registration or any court) regarding Grantor’s ownership issuance of any Copyrighteach Patent, right Trademark or Copyright and to register protect the same, or to keep validity and exclusively maintain enforceability of the sameIntellectual Property. (iib) In Except as permitted by the Credit Agreement or as would not reasonably be expected to have a Material Adverse Effect, no event Grantor shall Grantordo or permit any act or knowingly omit to do any act whereby any of its Intellectual Property may lapse, either directly be terminated, or through become invalid or unenforceable or dedicated to the public (or in case of a trade secret, lose its competitive value). (c) Except as permitted by the Credit Agreement or where failure to do so would not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property, including maintaining the quality of any agentand all products or services used or provided in connection with any of the Trademarks, employeeconsistent with the quality of the products and services as of the date hereof. (d) Each Grantor agrees that, licensee should it obtain an ownership or designeeother interest in any Intellectual Property after the Effective Date (whether by transfer, file assignment or other acquisition, or whether by the filing an application for the registration or issuance of any Patentsuch Intellectual Property, or by the filing a “statement of use” or an “amendment to allege use” with respect to any intent-to-use Trademark application owned by such Grantor, or otherwise), (i) the provisions of this Agreement shall automatically apply thereto, (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement and (iii) such Grantor shall, concurrently with the next scheduled delivery of financial statements in accordance with Section 5.01(a) or 5.01(b) of the Credit Agreement, provide a notice to the Administrative Agent and prepare a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement, as applicable, for filing with the United States Patent and Trademark Office, the Office or United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereof, and, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices of Security Interests in Patents and Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyOffice. (iiie) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to preserve, protect, pursue, renew, extend or keep in full force and NL shall take all actions necessary effect, or requested by Secured Party otherwise allow to maintain and pursue each applicationlapse, terminate, become invalid or unenforceable or dedicate to the public domain any of its Intellectual Property, to obtain the relevant registration and to maintain extent permitted by the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its businessCredit Agreement. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act under this Section 3.05(a) could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition thereof, with respect to the registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable steps to (i) Grantor maintain the validity and NL shall provide reasonable notice to Secured Party enforceability of any United States registered Intellectual Property (or applications therefor) that is material change to any the conduct of such Grantor’s business and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each patent, trademark or copyright registration or application or registration relating to any Copyright (now or hereafter existing), including information that such application or registration is or may become abandoned, finally refused or expired or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding included in the United States Copyright Office or any court) regarding Intellectual Property of such Grantor that is material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of any CopyrightIntellectual Property that is owned by such Grantor and is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, right nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to register pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the samepublic domain any of its registered or applied-for Intellectual Property that is no longer used or useful, or economically practicable to keep and exclusively maintain maintain, or if such Grantor determines in its reasonable business judgment that such discontinuance or such other action is desirable in the sameconduct of its business. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Issue Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) In no event any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is acquired under a license from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either directly itself or through any agent, employee, licensee or designee, shall (i) no later than five (5) Business Days after financial statements are required to be delivered pursuant to Section 4.03(a)(1) of the Indenture, deliver to the Notes Collateral Agent a schedule setting forth all of such Grantor's issued, registered and applied-for, as applicable, United States Patents, Trademarks and Copyrights, that are not listed on Schedule III hereto or on a schedule previously provided to the Notes Collateral Agent pursuant to this Section 3.05(b), and (ii) promptly execute, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the Office or United States Copyright Office or any similar office or agency without giving Secured Party prior written notice thereofOffice, andas may be applicable, upon request of Secured Party, Grantor shall execute and deliver any and all applicable Notices to the Notes Collateral Agent a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of Security Interests in Patents and such United States Patents, Trademarks and Notices of Security Interests in Copyrights as Secured Party may request to evidence Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented therebyCopyrights. (iii) Grantor and NL shall take all actions necessary or requested by Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of Copyrights (now or hereafter existing), including the filing of applications for renewal, unless Grantor reasonably shall determine that such Copyright is not material to the conduct of its business. (iv) In the event that any of the Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, Grantor shall comply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Secured Party shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright Collateral.