Common use of GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL Clause in Contracts

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (i) all of its Patents and Patent Licenses to which it is a party, including those referred to on Schedule I hereto; (ii) all of its Trademarks and Trademark Licenses to which it is a party, including those referred to on Schedule II hereto; (iii) all of its Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement of any Copyright or Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured Note Obligations, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender the Agent, for the benefit of the Secured Parties, a continuing second priority security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of such Grantor and whether owned or consigned by or to, or licensed from or to, such Grantor (collectively, the “Intellectual Property Collateral”): (i) [all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto;] (ii) [all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II I hereto;] (iii) [all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III I hereto;] (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (A) infringement or dilution of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (F) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Note Obligations and in order to induce the Agent and Trustee as aforesaid, each Grantor hereby grants to the Agent, for the benefit of the Secured Parties, a right of setoff, against the property of such Grantor held by the Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of such Grantor now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionalsof the Patents, Trademarks and Copyrights identified in Schedule I, Schedule II and Schedule III, respectively, that are material to its business or operations, as referred to on Schedule IV hereto, said Schedule IV, together with updated Schedules I, II and III, to be provided to Lender within 45 days of the execution of this Agreement; (e) all reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (vf) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vig) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grant to Lender Lenders a continuing first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including, without limitation, the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those Patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and Patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including, without limitation, any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those Trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (DB) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantors now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Calliope a continuing first priority security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionalsrenewals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “"Intellectual Property Collateral”"): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantors now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, by each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by any Grantor against third parties for past, present or future (Ai) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Cii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Diii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, and (Eiv) infringement of any Copyright or Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantor now or hereafter existing from time to time, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its the Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionalsrenewals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by the Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Agent, for itself and the benefit of the Secured Parties, a continuing first priority security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (i) all of its Patents and Patent Licenses to which it Trademarks (except intent-to-use applications until such time as a statement of use is a party, filed) including those referred to set forth on Schedule I hereto; (ii) all reissues, continuations or extensions of its Trademarks and Trademark Licenses to which it is a party, including those referred to on Schedule II hereto;the foregoing; and (iii) all of its Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (A) infringement or dilution of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (F) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Agent and Lenders as aforesaid, Grantor hereby grants to Agent, for itself and the benefit of Secured Parties, a right of setoff, against the property of Grantor held by Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those registered Copyrights referred to on Schedule III hereto;; NOTE: LAURUS SHOULD BE GRANTED A SECURITY INTEREST IN ALL COPYRIGHTS, BUT THE SCHEDULE TO BE FILED WITH THE COPYRIGHT OFFICE MAY BE LIMITED TO REGISTERED COPYRIGHTS (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantors now or hereafter existing from time to time, each Grantor hereby grantspledges and grants to Agent, assignson behalf of Agent and Purchasers, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing security interest in and Lien upon all of its such Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “"Intellectual Property Collateral”"): (ia) all of its Patents and the proceeds from any Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and the proceeds from any Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and the proceeds from any Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Cii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Diii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, and (Eiv) infringement of any Copyright or Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantors now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates acknowledges and transfers confirms that the Creditor Parties have and shall continue to Lender have a continuing security interest in and Lien upon all of its the Collateral (as defined below) heretofore granted by such Grantor to Calliope (and subsequently partially assigned to each Creditor Party) pursuant to the Original IP Security Agreement. In furtherance of the foregoing, to secure the complete and timely payment of all the Obligations of the Grantors now or hereafter existing from time to time, each Grantor hereby grants to Agent, for the ratable benefit of the Creditor Parties, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionalsrenewals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of such Grantor now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionalsof the Patents, Trademarks and Copyrights identified in Schedule I, Schedule II and Schedule III, respectively, that are material to its business or operations, as referred to on Schedule IV hereto, said Schedule IV, together with updated Schedules I, II and III, to be provided to Lender within 45 days of the execution of this Agreement; (e) all reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (vf) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vig) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property IP Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including but not limited to those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including but not limited to those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including but not limited to those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the Grantor’s business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. Notwithstanding any reference to the United States and the IP Collateral in the United States, it is expressly understood that this Agreement and the Security Agreement executed between the Grantor and Laurus apply to and incorporate any and all Intellectual Property (as defined in Annex A of the Security Agreement) to which Grantor is a party in any and all countries.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grant to Lender Lenders a continuing first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including, without limitation, the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including, without limitation, any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (DB) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including, without limitation, any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantors now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its such Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property "Collateral”"): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsCompany Obligations now or hereafter existing or arising, the Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender the Agent for the benefit of the Investors and the Agent a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing existing, owned or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Copyrights and Copyright Licenses to which it is a party including those referred to on Exhibit A hereto; b) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I Exhibit B hereto; (iic) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II Exhibit C hereto; (iiid) all of its Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright license, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property "Collateral”):"): ---------- (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto;; ----------- (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto;; ------------ (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto;; ------------- (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantors now or hereafter existing from time to time, each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender Laurus a continuing first priority security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grant to Lender Lenders a continuing first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ci) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (Dii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor each of the Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender the Administrative Agent, for itself and the benefit of the Lenders, a continuing first priority security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of such Grantor and whether owned or consigned by or to, or licensed from or to, such Grantor (collectively, the “"Intellectual Property Collateral”"): (i) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (ii) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iii) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, by each Patent, each Patent License, each Trademark, Trademark and each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (EC) injury to the goodwill associated with any Trademark or Trademark licensed under any Trademark License, and (D) infringement of any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce the Administrative Agent and the Lenders as aforesaid, each Grantor hereby grants to the Administrative Agent, for itself and the benefit of the Lenders, a right of setoff, against the property of such Grantor held by the Administrative Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Administrative Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grant to Lender Lenders a continuing first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including, without limitation, the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including, without limitation, any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (DB) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt payment to the Lenders of the Obligations of the Grantors now or hereafter existing from time to time, each Grantor hereby pledges and complete payment, performance and observance of all grants to the Secured ObligationsParty, Grantor hereby grantsfor its benefit and the benefit of the Lenders, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing security interest in and Lien upon all of its such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents Trademarks and Patent Trademark Licenses to which it is a party, including those referred to on Schedule I hereto; (iib) all of its Trademarks Patents and Trademark Patent Licenses to which it is a party, including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (ivd) all divisionalsIntellectual Property not covered by the foregoing, including those referred to on Schedule IV hereto; (e) Renewals, reissues, continuations continuations, divisions, or extensions, as may be appropriate, extensions of any of the foregoing; (vf) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds of the foregoing, including, without limitation, any claim by Grantor against Rights to xxx third parties for past, present or future (A) infringement infringement, dilution, misappropriation, or other violation of rights in any Patent or Patent licensed under any Patent LicenseIntellectual Property, (B) including injury to the goodwill associated with any Patent Trademark, and all causes of action for the same; and (g) All Products and Proceeds of all or any Patent licensed of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under any Patent License, (C) infringement or dilution licenses of any Trademark or Trademark licensed under all of the foregoing and Proceeds payable under, or unearned premiums with respect to policies of insurance in whatever form; provided, however, that the Collateral shall not constitute a grant of a security interest in any Trademark License, (D) injury to trademark or service xxxx applications filed in the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement PTO on the basis of any Copyright Grantor’s intent to use such trademark or Copyright licensed under any Copyright Licenseservice xxxx, unless and until a statement of use or amendment to allege use is filed in the PTO, in which event, such trademark or service xxxx shall automatically be included in the Collateral.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those registered Copyrights referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Agent, for itself and the benefit of the Secured Parties, a continuing second priority security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (i) all of its Patents and Patent Licenses to which it Trademarks (except intent-to-use applications until such time as a statement of use is a party, filed) including those referred to set forth on Schedule I hereto; (ii) all reissues, continuations or extensions of its Trademarks and Trademark Licenses to which it is a party, including those referred to on Schedule II heretothe foregoing; (iii) all of its Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (A) infringement or dilution of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (F) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Agent and Lenders as aforesaid, Grantor hereby grants to Agent, for itself and the benefit of Secured Parties, a right of setoff, against the property of Grantor held by Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of Grantor, or as to which Grantor may have any right or power. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to this Second Lien Intellectual Property Security Agreement and the exercise of any right or remedy by the Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Second Lien Intellectual Property Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured ObligationsLiabilities, Grantor each of the Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender the Collateral Agent, for itself and the benefit of the Secured Parties, a continuing security interest in and Lien upon all of its right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of such Grantor and whether owned or consigned by or to, or licensed from or to, such Grantor (collectively, the “"Intellectual Property Collateral”"): (i) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (ii) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iii) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, by each Patent, each Patent License, each Trademark, Trademark and each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (EC) injury to the goodwill associated with any Trademark or Trademark licensed under any Trademark License, and (D) infringement of any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Liabilities and in order to induce the Collateral Agent and the Secured Parties as aforesaid, each Grantor hereby grants to the Collateral Agent, for itself and the benefit of the Secured Parties, a right of setoff, against the property of such Grantor held by the Collateral Agent or any Secured Party, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to the Collateral Agent or any Secured Party, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grantsgrants to the Agent, assignsas collateral agent for the Lender, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing and perfected first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantor’s right, title and interest in, to and under all of Grantor’s Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantor’s Patents and Grantor’s rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantor’s Trademarks and Grantor’s rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ci) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (Dii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantor’s Copyrights and Grantor’s rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantor now or hereafter existing from time to time, Grantor hereby grantspledges and grants to Agent, assignsfor the ratable benefit of Creditor Parties, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor Grantors hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers grant to Lender Lenders a continuing second priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ci) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (Dii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all Grantors hereby grant to the Secured Obligations, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Party a continuing security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantors’ right, title and interest in, to and under all of Grantors’ Intellectual Property (as defined in the Security Agreement), including, without limitation, the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantors’ Patents and Grantors’ rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including, without limitation, any claim by Grantors against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantors’ Trademarks and Grantors’ rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (DB) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantors’ Copyrights and Grantors’ rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantors against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of the Grantors now or hereafter existing from time to time, each Grantor hereby grantsgrants to Agent, assignsfor the ratable benefit of the Creditor Parties, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. Notwithstanding anything contained herein to the contrary, the Collateral shall not include any Excluded Collateral.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. (a) To secure the prompt and complete payment, performance and observance of all the Secured ObligationsObligations (and with respect to each Grantor who is a Borrower, specifically including, without limitation, such Grantor's Obligations arising under the cross guaranty provisions of Section 12 of the Credit Agreement), each Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender Agent, (i) for itself and the benefit of the holders of A Obligations, a continuing first priority security interest in and Lien upon all of its right, title and interest in, to and under the followingfollowing and (ii) for the benefit of the holders of B Obligations, a continuing second priority security interest in and lien upon all its rights, title and interest in, to and under the following in each case, whether presently existing or hereafter created or acquired by or arising in favor of such Grantor and whether owned or consigned by or to, or licensed from or to, such Grantor (collectively, the “"Intellectual Property Collateral”"): (i) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (ii) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iii) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (v) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vi) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (A) infringement or dilution of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (C) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (D) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (E) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (F) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License. (b) In addition, to secure the prompt and complete payment, performance and observance of the Obligations and in order to induce Agent and Lenders as aforesaid, each Grantor hereby grants to Agent, for itself and the benefit of Lenders, a right of setoff, against the property of such Grantor held by Agent or any Lender, consisting of property described above in Section 2(a) now or hereafter in the possession or custody of or in transit to Agent or any Lender, for any purpose, including safekeeping, collection or pledge, for the account of such Grantor, or as to which such Grantor may have any right or power.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grantsgrants to the Agent, assignsas collateral agent for the Lenders, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing and perfected first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantor’s right, title and interest in, to and under all of Grantor’s Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantor’s Patents and Grantor’s rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; (b) all of Grantor’s Trademarks and Grantor’s rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ci) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (Dii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantor’s Copyrights and Grantor’s rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt complete and complete payment, performance and observance timely payment of all the Secured ObligationsObligations of Grantor now or hereafter existing from time to time, Grantor hereby grants, assigns, conveys, mortgages, pledges, hypothecates pledges and transfers grants to Lender Secured Parties a continuing first priority security interest in and Lien upon all of its Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Patents and Patent Licenses to which it is a party, party including those referred to on Schedule I hereto; (iib) all of its Trademarks and Trademark Licenses to which it is a party, party including those referred to on Schedule II hereto; (iiic) all of its Copyrights and Copyright Licenses to which it is a party, party including those referred to on Schedule III hereto; (ivd) all divisionals, reissues, continuations or extensions, as may be appropriate, extensions of the foregoing; (ve) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, each Trademark License, each Copyright and each Copyright License, as appropriate; and (vif) all products and Proceeds proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future (Ai) infringement or dilution of any Patent or Patent licensed under any Patent License, (Bii) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ciii) infringement or dilution of any Trademark or Trademark licensed under any Trademark License, (Div) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License, (Ev) infringement or dilution of any Copyright or Copyright licensed under any Copyright License, and (vi) injury to the goodwill associated with any Copyright or any Copyright licensed under any Copyright License.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt and complete payment, performance and observance of all the Secured Obligations, Grantor hereby grantsgrants to the Agent, assignsas collateral agent for the Lenders, conveys, mortgages, pledges, hypothecates and transfers to Lender a continuing and perfected first priority security interest (as set forth in and Lien upon the Security Agreement) in all of its Grantor’s right, title and interest in, to and under all of Grantor’s Intellectual Property (as defined in the Security Agreement), including without limitation the following, whether presently existing or hereafter created or acquired by or arising in favor of Grantor and whether owned or consigned by or to, or licensed from or to, Grantor (collectively, the “Intellectual Property Collateral”): (ia) all of its Grantor’s Patents and Grantor’s rights under all Patent Intellectual Property Licenses to which it is a party, including those patents referred to on Schedule I hereto;, including: (i) all registrations and applications in respect of the foregoing, including continuations, divisionals, provisionals, continuations in part, or reissues of applications and patents issuing thereon; and (ii) all products and proceeds of its the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Intellectual Property License; and (b) all of Grantor’s Trademarks and Grantor’s rights under all Trademark Intellectual Property Licenses to which it is a party, including those trademarks referred to on Schedule II I hereto;, including: (iiii) all of its Copyrights registrations, applications, and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (iv) all divisionals, reissues, continuations or extensions, as may be appropriate, renewals in respect of the foregoing; (vii) all goodwill of the business connected with the use of, and symbolized by, each Patent, each Patent License, each Trademark, Trademark and each Trademark licensed under an Intellectual Property License, each Copyright and each Copyright License, as appropriate; and (viiii) all products and Proceeds proceeds of the foregoing, including, including without limitation, limitation any claim by Grantor against third parties for past, present or future (A) infringement of any Patent or Patent licensed under any Patent License, (B) injury to the goodwill associated with any Patent or any Patent licensed under any Patent License, (Ci) infringement or dilution of any Trademark or any Trademark licensed under any Trademark License, Intellectual Property License or (Dii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark Intellectual Property License; and (c) all of Grantor’s Copyrights and Grantor’s rights under all Copyright Intellectual Property Licenses to which it is a party, including those referred to on Schedule I hereto, including: (Ei) all registrations, applications, and renewals in respect of the foregoing; and (ii) all products and proceeds of the foregoing, including without limitation any claim by Grantor against third parties for past, present or future infringement of any Copyright or any Copyright licensed under any Copyright Intellectual Property License.