Common use of Intellectual Property Collateral Clause in Contracts

Intellectual Property Collateral. (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor does not own and has no interests in any other material Intellectual Property Collateral as of the date hereof, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral which is material to such Grantor’s business (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become is valid, subsisting, unexpired and enforceable and has not been abandoned or dedicated to the public or placed in the public domain or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any adverse determination or development third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such material Intellectual Property Collateral, including recordations of any of its interests in the institution of, or any such determination or development in, any proceeding Patent Collateral and Trademark Collateral in the United States Patent and Trademark OfficeOffice and in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office or and in corresponding offices throughout the world, and, to the extent necessary, has used proper statutory notice in connection with its use of any foreign counterpart thereof or any court) regarding such Grantor’s ownership of material patent, Trademark and copyright in any of the Intellectual Property Collateral, (d) such Grantor has taken all reasonable steps to safeguard its right Trade Secrets and to register its knowledge none of the same Trade Secrets of such Grantor has been used, divulged, disclosed or to keep and maintain and enforce appropriated for the same. benefit of any other Person other than such Grantor, (e) In to such Grantor’s knowledge, no event shall third party is infringing upon any material Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its agentsrespective licensees, employees(f) no settlement or consents, designees covenants not to xxx, nonassertion assurances, or licensees file an application for the registration releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (i) the United States Patent and Trademark Office, consummation of the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested transactions contemplated by the Administrative Agent, executes Credit Agreement and delivers this Security Agreement will not result in the termination or material impairment of any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, material portion of the Intellectual Property Collateral, including the filing and (j) such Grantor owns directly or is entitled to use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a)used in, (b) and (c))necessary for the conduct of such Grantor’s business in any material respect.

Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, as of the date hereof, such Grantor does not own and has no interests in any other Intellectual Property Collateral material to the operations or business of such Grantor, other than the Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral material to the conduct of such Grantor’s business (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become is valid, subsisting, unexpired and enforceable and has not been abandoned or dedicated to the public or placed in the public domain or adjudged invalid or unenforceable, in whole or in part, (b) other than with respect to Intellectual Property Collateral licensed to it, such Grantor is the sole and exclusive owner of the right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to such Grantor’s knowledge, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any adverse determination or development third party in any material respects, (c) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of any of its interests in the institution of, or any such determination or development in, any proceeding Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes in corresponding offices throughout the world, and delivers any and all agreementsits claims to the Copyright Collateral in the United States Copyright Office and, instruments, documents and papers as if requested by the Administrative Agent may reasonably request Agent, in corresponding offices throughout the world, (d) such Grantor has taken all reasonable steps to evidence safeguard its material Trade Secrets Collateral and to its knowledge none of such Trade Secrets Collateral of such Grantor has been used, divulged, disclosed or appropriated for the Administrative Agent first priority security interest benefit of any other Person other than such Grantor, the Borrower or any Subsidiary thereof, (e) to such Grantor’s knowledge, no third party is infringing upon any such Intellectual Property Collateral owned or used by such Grantor in any material respect, or any of its respective licensees, (f) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any such Intellectual Property Collateral, and (g) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any material portion of such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which is reasonably likely to have a Material Adverse Effect: (a) No such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor shall(and/or the Borrower) has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; (d) other than as previously disclosed in writing to the Secured Party, such Grantor (and/or the Borrower) is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (e) such Grantor has performed and will continue to perform and cause all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable, unless such Grantor shall either (i) has reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) determined that any of the Patent Intellectual Property Collateral is of negligible economic value to such Grantor Grantor, or (ii) have has a reasonable and valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise. Such Grantor owns directly or is entitled to use by license or otherwise, do any actall patents, or omit Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated foregoing necessary to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any conduct of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the samebusiness as presently conducted. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which is reasonably likely to have a Material Adverse Effect: (a) No such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; (c) the Grantor shall(and/or its Subsidiaries) has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; (d) other than as previously disclosed in writing to the Secured Party, the Grantor (and/or its Subsidiaries) is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (e) the Grantor has performed and will continue to perform and cause all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable, unless such the Grantor shall either (i) has reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) determined that any of the Patent Intellectual Property Collateral is of negligible economic value to such Grantor the Grantor, or (ii) have has a reasonable and valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise. The Grantor owns directly or is entitled to use by license or otherwise, do any actall patents, or omit Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated foregoing necessary to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any conduct of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the samebusiness as presently conducted. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. (a) No Grantor shallAs of the date hereof, unless the Grantors own or have the right to use all Intellectual Property used in the conduct of their respective business. As of the date hereof, a true and correct list of all Trademark Registrations and applications for any Trademark Registrations owned by such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered material to the Administrative Agent) that any conduct of the Patent Collateral Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of negligible economic value to all issued Patents and applications for any Patents owned by such Grantor or (ii) have a valid business purpose (exercised in and material to the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any conduct of the Patent Collateral may lapse Grantor’s business as conducted or become abandoned or dedicated reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Copyright Registrations and applications for Copyright Registrations owned by such Grantor and material to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any conduct of the Trademark Collateral Grantor’s business as conducted or reasonably expected to be conducted is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any set forth on Schedule 8 annexed hereto. As of the Trademark Collateral in order date hereof, to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding each such Grantor’s ownership of any of the knowledge, all Intellectual Property Collaterallisted in Schedules 6, its right to register the same or to keep 7, and maintain 8 is valid, subsisting, unexpired and enforce the same. (e) In enforceable and no event shall any Grantor has occurred or any failed to occur which permits, or after notice or lapse of its agentstime or both would permit, employeesthe revocation, designees termination, abandonment, or licensees file an application for the registration cancellation of any Intellectual Property Collateral with of such Grantor (except any patents or registrations naturally expiring) and as of the United States Patent and Trademark Officedate hereof no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the United States Copyright Office assets themselves or such Grantor’s right to own or use any similar office Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination or agency proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any other country Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereof, no claim has been asserted and is pending by any Person challenging or questioning the use of any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in Collateral or the validity or effectiveness of any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including nor does Grantor know of any valid basis for such claim, except for such claims that in the filing aggregate would not reasonably be expected to result in a Material Adverse Effect. As of applications the date hereof, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, and no action is pending in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 attached hereto, as of the date hereof, the business of Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any Person, except for renewalsuch claims and infringements that, affidavits of usein the aggregate, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except would not reasonably be expected to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))result in a Material Adverse Effect.

Intellectual Property Collateral. (a) No Each Grantor shallshall not, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative AgentLender) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Each Grantor shallshall not, and no each Grantor shall not permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative AgentLender) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Each Grantor shallshall not, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative AgentLender) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent Lender immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent Lender and, if requested by the Administrative AgentLender, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent Lender may reasonably request to evidence the Administrative Agent Lender first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (ai) No Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Secured Party or otherwise, to enforce any Intellectual Property Collateral, in which event such Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice at the request of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseSecured Party, do any actand all lawful acts and execute any and all documents required by Secured Party in aid of such enforcement and Grantor shall promptly, or omit to do any actupon demand, whereby any reimburse and indemnify Secured Party as provided in the Credit Agreement in connection with the exercise of the Patent Collateral may lapse or become abandoned or dedicated its rights under this Section, and, to the public or unenforceable. (b) No Grantor shall, and no Grantor extent that Secured Party shall permit elect not to bring suit to enforce any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned as provided in this Section, each Grantor agrees to use all reasonable measures, whether by action, suit, proceeding or dedicated otherwise, to prevent the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership infringement of any of the Intellectual Property CollateralCollateral by others and for that purpose agrees to diligently maintain any action, its right suit or proceeding against any Person so infringing necessary to register prevent such infringement; (ii) upon written demand from Secured Party, each Grantor shall execute and deliver to Secured Party an assignment or assignments of the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with and such other documents as are necessary or appropriate to carry out the United States Patent intent and Trademark Office, purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the United States Copyright Office Secured Obligations outstanding only to the extent that Secured Party (or any similar office Lender) receives cash proceeds in respect of the sale of, or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration ofrealization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Secured Party, including the filing of applications for renewalGrantor shall make available to Secured Party, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedicationwithin Grantor's power and authority, abandonment such personnel in Grantor's employ on the date of such Event of Default as Secured Party may reasonably designate, by name, title or invalidation is permitted job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the foregoing clauses (a)Trademarks, (b) Trademark Registrations and (c))Trademark Rights, such persons to be available to perform their prior functions on Secured Party's behalf and to be compensated by Secured Party at Grantor's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.

Intellectual Property Collateral. Without limiting the generality of any other provisions of this Agreement, (a) No Grantor shall, unless such Grantor If Borrower shall either create or obtain rights to any registered Intellectual Property (ior any other Intellectual Property Collateral) reasonably and in good faith determine (and notice of such determination shall have been delivered addition to those set forth on Schedule 5.19 to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or Disclosure Letter (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated as updated pursuant to the public terms of this Agreement), the provisions of this Agreement shall automatically apply thereto and Borrower shall take such action as Lender may reasonably request to perfect its security interest in such registered Intellectual Property, including the execution of a collateral security agreement to be filed with the US PTO, US Copyright Office or unenforceableany other applicable Governmental Authority. Borrower shall promptly notify Lender, in writing, of any new patent application or issuance or trademark or copyright application or registration in which Borrower has an ownership interest. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either Borrower: (i) reasonably and in good faith determine (and notice of such determination shall have been delivered authorizes Lender, without any further action by Borrower, to amend Schedule 5.19 to the Administrative AgentDisclosure Letter to reference any registered Intellectual Property (or any other Intellectual Property Collateral (as defined below)) that acquired by Borrower after the date hereof or to delete any of the Trademark Collateral is of negligible economic value reference to such Grantor any right, title or interest in any registered Intellectual Property (or any other Intellectual Property Collateral) in which Borrower no longer has or claims any right, title or interest; (ii) have a valid business purpose will promptly (exercised but in the ordinary course any event within ten (10) Business Days after becoming aware thereof) notify Lender of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such adverse determination or development in, any proceeding in the United States Patent and Trademark OfficeUS PTO, the United States US Copyright Office or in any federal, state or foreign counterpart thereof court or agency regarding Borrower’s claim of ownership, or the enforceability or validity of any court) regarding such Grantor’s ownership of the Intellectual Property Collateral (other than the expiration of patents at the end of their statutory term), in each case that does or could reasonably be expected to materially and adversely affect the value of any of the Intellectual Property Collateral, its right taken as a whole, or the ability of Borrower or Lender to register dispose of any of the same or to keep the rights and maintain and enforce remedies of Lender in relation thereto,; (iii) will promptly notify Lender of any suspected infringement of any of the same. (e) In no event shall Intellectual Property Collateral by any Grantor third party or any claim by any third party that Borrower is infringing upon the intellectual property rights of its agentssuch third party, employeesin either case that does or could reasonably be expected to, designees individually or licensees file an in the aggregate, materially adversely affect the value of the Intellectual Property Collateral, taken as a whole; (iv) concurrently or promptly thereafter with the filing of any patent application or application for the registration of any Intellectual Property Collateral with trademark or copyright in the United States, will execute, deliver and record in the appropriate registers and offices in the United States, an appropriate form of a collateral security agreement evidencing Lender’s security interest therein (and, subject to Section 6.20, will do so outside the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if reasonably requested by Lender); and (v) will keep accurate and complete records in all material respects in respect of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (fc) Each Grantor For the sole purpose of enabling Lender to exercise rights and remedies under this Agreement at such time as Lender shall take be lawfully entitled to exercise such rights and remedies, and for no other purpose, Borrower hereby grants to Lender, to the extent Borrower is permitted to grant such license, a nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use or sublicense any and all necessary stepsof the Intellectual Property Collateral now owned or hereafter acquired by Borrower, wherever the same may be located, including in such license reasonable access to all media in which any proceeding before of the United States Patent licensed items may be recorded or stored and Trademark Officeto all computer programs used for the compilation or printout thereof. Lender will only exercise such license upon the occurrence and during the continuance of any Event of Default. Borrower further agrees that, upon the United States Copyright Office occurrence and during the continuance of any Event of Default, Lender may, to the extent permitted by law, take any or all of the following actions: (i) declare the entire right, title and interest of Borrower in and to the Intellectual Property Collateral vested in Lender, in which event such right, title and interest shall immediately vest in Lender; (ii) take and use and/or sell the Intellectual Property Collateral (or any similar office portion thereof) and carry on the business and use the assets of Borrower in connection with which the Intellectual Property Collateral (or agency any portion thereof) has been used; (iii) bring suit to enforce the Trademarks, Patents and/or Copyrights or any of the other Intellectual Property Collateral and/or any licenses thereunder or other rights with respect thereto; and (iv) in connection with taking any of the actions described in the foregoing clauses (i) – (iii), direct Borrower to refrain, in which event Borrower shall refrain, from using the Intellectual Property Collateral (or any portion thereof) in any manner whatsoever, directly or indirectly; and (v) execute, in which event Borrower shall execute, such other country and further documents that Lender may reasonably request to further confirm the provisions hereof and to further evidence the foregoing rights and remedies. Upon request of Lender, Borrower also shall make available to Lender, to the extent within Borrower’s power and authority, such individuals then in Borrower’s employ to assist in the production, advertisement and sale of the products and services sold under the Trademarks, Copyrights and Patents or any political subdivision thereof, to maintain and pursue any application (and to obtain of the relevant registration) filed with respect to, and to maintain any registration of, the other Intellectual Property Collateral, including such individuals to be available to perform their prior functions on Lender’s behalf and to be compensated at the filing expense of applications for renewalBorrower. (d) Notwithstanding anything else set forth herein or anything contained in any of the other Financing Documents, affidavits the taking of useactions outside the United States may be required in order to create and/or preserve the perfection and priority of any security interest in the Intellectual Property Collateral that is protected under non-U.S. law, affidavits of incontestability and oppositionunless reasonably requested by Lender, interference Borrower shall not have any obligation to record or file, or take any other actions, to create a perfected Lien on or security interest in any non-U.S. Intellectual Property Collateral, and cancellation proceedings and the payment of fees and taxes (except even if so requested by Lender, Borrower shall only be obligated to do so to the extent that dedication, abandonment any such Lien on or invalidation is permitted security interest in non-U.S. Intellectual Property Collateral can be perfected under the foregoing clauses (a), (b) applicable laws and (c))regulations.

Intellectual Property Collateral. Each Grantor hereby covenants and agrees as follows: (a) No Grantor shallIt will not, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that nor will it permit any of the Patent Collateral is of negligible economic value to such Grantor its licensees (or (iisublicensees) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseto, do any act, or omit to do any act, whereby any material Patent that is related to the conduct of the Patent Collateral its business may lapse or become abandoned invalidated or dedicated to the public or unenforceablepublic, and it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary to establish and preserve its maximum rights under applicable patent laws. (b) No Grantor shallIt will (either directly or through its licensees or its sublicensees), and no Grantor shall permit any for each material Trademark included in the Collateral that is related to the conduct of its licensees tobusiness, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of maintain such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment or invalidity for non-use; , (Bii) fail to maintain as in the past the quality of products and services offered under all any such Trademark, (iii) display such Trademark with notice of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state other analogous registration to the extent necessary to establish and preserve its rights under applicable law, and (iv) not knowingly use or foreign authority with an appropriate notice of such registration; or (D) do or knowingly permit any act of its licensees or knowingly omit sublicensees to do use such Trademark in violation of any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceablethird party’s valid and legal rights. (c) No Grantor shallIt will (either directly or through its licensees or its sublicensees), unless such Grantor shall either reasonably and for each material work covered by a Copyright included in good faith determine (and notice of such determination shall have been delivered the Collateral that is related to the Administrative Agent) that any conduct of its business, continue to publish, reproduce, display, adopt and distribute the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value material work with appropriate copyright notice as necessary to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereofestablish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall It will promptly notify the Administrative Agent immediately in writing if it knows that any application or registration relating to any material item of the Intellectual Property material to the conduct of its business and included in the Collateral may become abandoned abandoned, lost or dedicated to the public or placed in the public domain or invalid or unenforceablepublic, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, Office or the United States Copyright Office Office, or any foreign counterpart thereof similar offices or tribunals in the United States of America or any courtother country) regarding such Grantor’s ownership of any of the such Intellectual Property CollateralProperty, its right to register the same same, or to keep and maintain and enforce the same. (e) In no event shall it, either directly or through any Grantor agent, employee, licensee or any of its agentsdesignee, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral of material value with the United States Patent and Trademark Office, the United States Copyright Office or any similar office offices in the United States of America or agency in any other country or any political subdivision thereofcountry, unless it gives prior notice thereof to promptly notifies the Administrative Agent in writing thereof and, if requested by upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority Agent’s security interest in such Intellectual Property CollateralProperty, and such Grantor hereby appoints the Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor shall It will take all necessary steps, including steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office offices or agency tribunals in the United States of America or any other country or any political subdivision thereofcountry, to maintain and pursue any each material application relating to the Intellectual Property included in the Collateral owned or held by it or on its behalf (and to obtain the relevant grant or registration) filed with respect to, and to maintain any registration of, each issued Patent and each registered Trademark and Copyright included in the Intellectual Property CollateralCollateral that is material to the conduct of its business, including the filing timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent, in good faith, with reasonable business judgment, to initiate opposition, interference and cancellation proceedings and against third parties. In the payment of fees and taxes (except event that it has reason to believe that any Intellectual Property included in the Collateral material to the extent that dedicationconduct of its business has been or is about to be infringed, abandonment misappropriated or invalidation is permitted diluted by a third party, it promptly shall notify the Administrative Agent in writing and shall, if consistent, in good faith, with reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions consistent with reasonable business practices under the foregoing clauses circumstances to protect such Intellectual Property. (a)g) During the continuance of an Event of Default, it shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each license included in the Collateral owned or held by it or on its behalf to effect the assignment (bas collateral security) of all of its right, title and interest thereunder to the Administrative Agent or its designee. (c))h) It shall continue to collect all amounts due or to become due to such Grantor under all material Intellectual Property included in the Collateral owned or held by it or on its behalf, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any relevant obligors with respect to such amounts of the Administrative Agent’s security interest therein.

Intellectual Property Collateral. (a) No With respect to each item of such Grantor's Intellectual Property Collateral that is material to its business, such Grantor shallagrees to take, at its expense, all necessary action in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable U.S. Governmental Authority, and such other actions reasonably requested in writing by the Collateral Agent, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other applicable U.S. Governmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and, to the extent that there is, in the Grantor's reasonable judgment, a reasonable probability of success, the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. Such Grantor shall not, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral that is material to such Grantor's business, or abandon any right to file an application for patent, trademark, or copyright in any Intellectual Property Collateral that is material to the Grantor's business, unless such Grantor shall either (i) reasonably and in good faith determine (and notice have determined prior to such cessation of use or abandonment that such use or the pursuit or maintenance of such determination shall have been delivered to the Administrative Agent) that any of the Patent Intellectual Property Collateral is no longer desirable in the conduct of negligible economic value such Grantor's business and that the loss thereof would not be reasonably likely to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceableMaterial Adverse Effect. (b) No Such Grantor shallagrees promptly to notify the Collateral Agent if such Grantor becomes aware (i) that any material item of the Intellectual Property Collateral has become abandoned, placed in the public domain, invalid or, unenforceable, or of any adverse determination or development regarding such Grantor's ownership of any of the material Intellectual Property Collateral or its right to register the same or to keep and no maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral. (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral that is material to such Grantor's business is being infringed or misappropriated by a third party, such Grantor shall permit any of promptly notify the Collateral Agent and shall take such actions, at its licensees toexpense, as such Grantor or the Collateral Agent deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and seeking an injunction against such infringement or misappropriation, unless such Grantor shall either (i) reasonably and have determined that such Intellectual Property Collateral is no longer desirable in good faith determine (and notice the conduct of such determination shall have been delivered Grantor's business and that the infringement or misappropriation thereof would not be reasonably likely to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise:Material Adverse Effect. (Ad) fail to continue to Each Grantor shall use any proper statutory notice (where necessary) in connection with its use of the Trademark Collateral in order to maintain all each material item of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark its Intellectual Property Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) . No Grantor shall do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right extent that it is commercially reasonable to register the same or to keep and maintain and enforce the samedo so. (e) In no event Each Grantor shall any Grantor take all reasonable steps which it or any the Collateral Agent deems appropriate under the circumstances to preserve and protect each material item of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral Collateral, including, without limitation, maintaining a level of quality with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof respect to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreementsproducts or services offered or sold in connection with any of the material Trademarks, instrumentsconsistent with the level of quality existing on the date hereof, documents and papers as take all steps necessary to ensure that all licensed users of any of the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in material Trademarks use such Intellectual Property Collateralconsistent standards of quality. (f) Each Grantor shall take all necessary stepsagrees that should it obtain an ownership interest (or in the case of trademarks, including begin use of a trademark) after the date hereof in any proceeding before intellectual property (which it does not own or use on the United States date hereof) of the type which is similar to the Intellectual Property Collateral (for purposes of this subsection, "After-Acquired Intellectual Property") the provisions of this Agreement shall automatically apply to such After-Acquired Intellectual Property and such After-Acquired Intellectual Property shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. At the end of each calendar quarter, each Grantor shall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property acquired during such quarter (if any) that is material to its business and the subject of an application or registration in the U.S. Patent and Trademark Office or the U.S. Copyright Office, and such Grantor shall, at the request of the Collateral Agent, execute and deliver to the Collateral Agent, or otherwise authenticate, an IP Security Agreement Supplement covering such After-Acquired Intellectual Property which shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable Governmental Authorities in the United States Copyright Office or any similar office or agency (if any) necessary to perfect the security interest hereunder in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the such After-Acquired Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))Property.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which could reasonably be expected to have a Material Adverse Effect: (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Intellectual Property Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public subsisting and has not been adjudged invalid or unenforceable., in whole or in part; (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Intellectual Property Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-useand enforceable; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably has made all necessary filings and recordations to protect its interest in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated (except with respect to Intellectual Property Collateral that it is acquiring on the date hereof, in which case, such Grantor agrees to promptly (and in any event within 15 Business Days of the date hereof) deliver to the public or placed United States Patent and Trademark Office for filing on proper forms, together with the necessary filing fees, all necessary filings and recordations to protect its interest in such newly-acquired Intellectual Property Collateral), including recordations of all of its interests in the public domain or invalid or unenforceablePatent Collateral, or of any adverse determination or development (including the institution ofif any, or any such determination or development in, any proceeding and Trademark Collateral in the United States Patent and Trademark OfficeOffice and in corresponding offices in countries in which the failure to so file and/or record could reasonably be expected to have a Material Adverse Effect and its claims to the Copyright Collateral, if any, in the United States Copyright Office and in corresponding offices in countries in which the failure to so file and/or record could reasonably be expected to have a Material Adverse Effect; (d) such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or any foreign counterpart thereof or any court) regarding such Grantor’s ownership may violate the asserted rights of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.third party; and (e) In no event shall any such Grantor or any has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every such item of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with in full force and effect throughout the United States Patent world, as applicable. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed rights with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))used in or necessary for the conduct of such Grantor's business.

Intellectual Property Collateral. Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor does not own and has no interests in any other Intellectual Property Collateral as of the Closing Date. Such Grantor further represents and warrants that, with respect to all Intellectual Property Collateral, (a) No Grantor shallsuch Intellectual Property Collateral is valid, unless subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor shall either (i) reasonably is the sole and exclusive owner of the entire and unencumbered right, title and interest in good faith determine (and notice to such Intellectual Property Collateral, subject to Permitted Liens, and no claim has been made that the use of such determination shall have been delivered to the Administrative Agent) that Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the Patent Collateral is rights of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised any third party in the ordinary course of business that is consistent with past practice) to do otherwiseany material respects, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably has taken all reasonable steps to safeguard its Trade Secrets and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any its knowledge none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (d) to such Grantor’s knowledge, no third party is infringing upon any material Intellectual Property Collateral is owned or used by such Grantor in any material respect, or any of negligible economic value its respective licensees, (e) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or have to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property, (f) such Grantor has not made a valid business purpose previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released, (exercised g) such Grantor uses adequate standards of quality in the ordinary course manufacture, distribution, and sale of business all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that is consistent with past practiceany licensees of any Trademarks owned by such Grantor use such adequate standards of quality, (h) to do otherwise, do or permit any act or knowingly omit to do any act whereby any the consummation of the Copyright Collateral or any of transactions contemplated by the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed Credit Agreement and this Security Agreement will not result in the public domain except upon expiration termination or material impairment of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any portion of the Intellectual Property Collateral, its right and (i) such Grantor owns directly or is entitled to register the same use by license or otherwise, any patents, trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agentsthe foregoing used in, employees, designees or licensees file an application and necessary for the registration conduct of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency such Grantor’s business in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateralmaterial respect. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. (a) No Grantor shallBorrower has executed and delivered on the date hereof, unless a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks), as applicable, with regard to any Copyrights or Trademarks, as the case may be, of Borrower, described in Schedule IV. In the event that, after the date hereof Borrower shall acquire ownership in any registered Copyright, Domain Name or Trademark or file any application for registration thereof, whether within the United States or any other country or jurisdiction, Borrower shall promptly furnish written notice thereof to Lender together with information sufficient to permit Lender, upon its receipt of such Grantor shall either (i) reasonably and in good faith determine notice, to (and notice Borrower hereby authorizes Lender to) modify in accordance with this Agreement, as appropriate, by amending Schedule IV hereto or to add additional exhibits hereto to include any such Copyright, Domain Name or Trademark that becomes part of the collateral under the Security Instrument, and Borrower shall additionally, at its own expense, execute and deliver, as promptly as possible (but in any event within twenty (20) days) after the date of such determination notice, with regard to United States Copyrights and Trademarks, a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks) in substantially the same form as delivered on the date hereof, as applicable, together in all instances with any other agreements, instruments and documents that Lender may reasonably request from time to time to further effect and confirm the security interest created by this Agreement in such Copyrights and Trademarks, and Borrower hereby appoints Lender its attorney-in-fact, upon the occurrence and during the continuance of an Event of Default, to execute, deliver and record any and all such agreements, instruments and documents for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an interest, being irrevocable for so long as this Agreement shall have been delivered be in effect with respect to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceableBorrower. (b) No Grantor shallBorrower (either itself or through its licensees or sublicensees) will, and no Grantor shall permit any for each material Trademark used in the conduct of its licensees tobusiness, unless such Grantor shall either use its commercially reasonable efforts to (i) reasonably and in good faith determine (and notice of maintain such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force and effect, free from any claim of abandonment or invalidity for non-use; , (Bii) fail to maintain as in the past the quality of products and services offered under all of the such Trademark, (iii) display such Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of federal registration to the extent required by applicable law, (iv) take appropriate and commercially reasonable steps to police and defend such registration; or Trademark and prevent or arrest infringement, dilution or other harm to such Trademark and (Dv) do or permit any act not knowingly use or knowingly omit to do permit the use of such Trademark in violation of any act whereby any of the third-party rights, unless Borrower determines in its reasonable good-faith discretion that such Trademark Collateral may lapse or become invalid or unenforceableis no longer useful in its business. (c) No Grantor shallBorrower (either itself or through it licensees or sublicensees) will refrain from committing any act, or omitting any act, that would result in any Patent used in the conduct of Borrower’s business becoming invalidated or dedicated to the public, and shall continue to xxxx any products covered by Patent with the relevant patent number as required by applicable patent laws, unless Borrower determines in its reasonable good-faith discretion that such Grantor shall either reasonably and Patent is no longer useful in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereofits business. (d) Each Grantor Borrower (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright used in the conduct of its business, continue to publish, reproduce, display, adopt and distribute the work with appropriate notice as required under applicable copyright laws, unless Borrower determines in its reasonable good-faith discretion that such Copyright is no longer useful in its business. (e) Borrower shall notify the Administrative Agent Lender immediately if it knows or has reason to know that any application material Patent, Trademark or registration relating to any material item Copyright used in the conduct of the Intellectual Property Collateral its business may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceablepublic, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any foreign counterpart thereof or any court) regarding such GrantorBorrower’s ownership of any of the Intellectual Property CollateralTrademark or Copyright, its right to register the same same, or to keep and maintain and enforce the same, except to the extent non-final determinations, communications or developments are received by Borrower in the ordinary course of prosecution, maintenance or application for registration. (ef) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral Borrower will take reasonable actions that are consistent with the United States practice in any proceeding before the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before of the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each pending application relating to any application Patents, Trademarks or Copyrights (and to obtain the relevant grant or registration) filed with respect to, used in the conduct of Borrower’s business and to maintain each registration of any registration ofsuch Patents, the Intellectual Property CollateralTrademarks and Copyrights, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and maintenance fees, and, using its reasonable business judgment, initiate opposition, interference and or cancellation proceedings against third parties for the purpose of protecting Borrower’s interests in such Patents, Trademarks and Copyrights. (g) In the payment event that any collateral consisting of fees any material Patent, Trademark or Copyright used in the conduct of any of Borrower’s business is believed infringed, misappropriated or diluted by a third party, Borrower shall notify Lender promptly after it learns thereof and taxes (except to the extent that dedicationshall, abandonment or invalidation is permitted using its reasonable business judgment, take such reasonable actions as are appropriate under the foregoing clauses circumstances to protect such collateral. (a)h) Upon the occurrence and during the continuance of any Event of Default, (b) Borrower shall use its commercially reasonable efforts to obtain all requisite consents or approvals from the licensor of each License included within the Relevant IP to effect the assignment of all of Borrower’s right, title and (c))interest thereunder to Lender or its designee.

Intellectual Property Collateral. (a) No With respect to each item of its Intellectual Property Collateral, each Grantor shallagrees to take, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised at its expense, all commercially reasonable steps, including in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or and any foreign counterpart thereof or any courtother Governmental Authority, to (i) regarding maintain the validity and enforceability of such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with and maintain such Intellectual Property Collateral in full force and effect, except expirations or terminations in the United States ordinary course, and (ii) pursue the registration and maintenance of each unexpired patent, trademark, or unexpired copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing, where appropriate, of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing, where appropriate, of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, without the written consent of any similar office Representative Agent, discontinue use of or agency in otherwise abandon any other country Intellectual Property Collateral, or abandon any political subdivision thereofright to file an application for patent, trademark, or copyright, unless it gives prior such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Grantor will give prompt notice thereof of any such abandonment to the Administrative Agent andCollateral Agent. (b) Where required by Applicable Law, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest each Grantor shall use proper statutory notice in such connection with its use of each item of its Intellectual Property Collateral. (fc) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office steps which it or any similar office or agency in any other country or any political subdivision thereof, Representative Agent deems reasonable and appropriate to maintain preserve and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the protect each item of its Intellectual Property Collateral, including taking all reasonable steps necessary to ensure that all licensed users of any of the filing Trademarks use such consistent standards of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))quality.

Intellectual Property Collateral. (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first Lenders’ second priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. Except as disclosed in Item H of Schedule IV: (a) No Grantor shall, unless such Grantor shall either (i) reasonably all Intellectual Property is subsisting and in good faith determine (and notice of such determination shall have has not been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public adjudged invalid or unenforceable., in whole or in part, and the Borrower has performed all acts and has paid all renewal, maintenance and other fees and taxes required to maintain each and every registration and application of Intellectual Property Collateral in full force and effect; (b) No Grantor shallall Intellectual Property is valid and enforceable; no holding, decision or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity or enforceability of the Borrower's right to register, own or use any Intellectual Property and no Grantor shall permit such action or proceeding is pending or, to the best of the Borrower's knowledge, threatened; (c) all registrations and applications for Copyrights, Patents and Trademarks are standing in the name of the Borrower and none of the Trademarks, Patents, Copyrights or Trade Secret Collateral has been licensed by the Borrower to any affiliate or third party, except as disclosed in Items B, D, F or G of Schedule IV; (d) the Borrower has been using appropriate statutory notice of registration in connection with its licensees touse of registered Trademarks, unless such Grantor shall either proper marking practices in connection with the use of Patents and appropriate notice of copyright in connection with the publication of Copyrighted works which are material to the business of the Borrower; (ie) reasonably the Borrower uses adequate standards of quality in the manufacture, distribution and sale of all products sold and in good faith determine (and notice the provision of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor all services rendered under or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent connection with past practice) to do otherwise: (A) fail to continue to use any of the all Trademark Collateral in order to maintain protect the value of such Trademarks and has taken all action necessary to insure that all licensees of any portion of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested owned by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in Borrower has been used with such Intellectual Property Collateraladequate standards of quality. (f) Each Grantor shall take Schedule IV sets forth a true and accurate list of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks and Copyrights owned by the Borrower and (ii) all Patent Licenses, Trademark Licenses and Copyright Licenses material to the business of the Borrower; (g) the Borrower is the sole and exclusive owner of the entire right, title and interest in and to all Intellectual Property on Schedule IV, and owns or has the valid right to use all other Intellectual Property used in or necessary stepsto conduct its business free and clear of all Liens, including claims and encumbrances or licenses, except for Permitted Liens and the licenses set forth on Schedule IV items B, D, F and G; (h) the conduct of the Borrower's business does not infringe upon any trademark, patent, copyright, trade secret or similar intellectual property right owned or controlled by a third party; and no claim has been made that the use of any Intellectual Property owned or used by Borrower (or any of its respective licensees) violates the asserted rights of any third party; (i) to the best of the Borrower's knowledge, no third party is infringing in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office material respect upon any Intellectual Property owned or used by Borrower or any similar office of its respective licensees; (j) no settlement or agency consents, covenants not to xxx, non-assertion assurances or releases have been entered into by Borrower or to which the Borrower is bound that adversely affect the Borrower's rights to own or use any Intellectual Property; and (k) the Borrower has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment sale or transfer of any Intellectual Property that has not been terminated or released. There is no effective financing statement or other document or instrument now executed or on file or recorded in any other country public office, granting a security interest in or otherwise encumbering any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, part of the Intellectual Property CollateralProperty, including other than in favor of the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))Secured Party.

Intellectual Property Collateral. (a) No Such Grantor shallrepresents that except for any Patent Collateral, unless Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor shall either (i) reasonably does not own and has no interests in good faith determine (and notice any Intellectual Property Collateral material to the operations or business of such determination shall have been delivered to the Administrative Agent) that any Grantor as of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceabledate hereof. (b) No Such Grantor shallfurther represents and warrants that, and no Grantor shall permit any of its licensees to, unless such Grantor shall either with respect to all material Intellectual Property Collateral (i) reasonably such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in good faith determine (and notice whole or in part, except such Intellectual Property Collateral that is not material to the operations or business of such determination shall have been delivered Grantor or to the Administrative Agentextent permitted by the Credit Agreement, (ii) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of such Intellectual Property Collateral for purposes of granting a security interest or as Collateral that has not been terminated or released, (iii) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or impairment of such Intellectual Property Collateral, and (iv) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to the knowledge of the Grantor, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the Trademark Collateral is rights of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised any third party in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceablematerial respects. (c) No Such Grantor shallfurther represents and warrants, unless except as could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, that (i) such Grantor shall either reasonably has made all necessary filings and recordations to protect its interest in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or including recordations of any of its agents, employees, designees or licensees file an application for interests in the registration of any Intellectual Property Patent Collateral with the United States Patent and Trademark Office, Collateral in the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent USPTO and, if requested by the Administrative Agent, executes in corresponding offices throughout the world, and delivers any and all agreementsits claims to the Copyright Collateral in the U.S. Copyright Office, instrumentsand, documents and papers as if requested by the Administrative Agent may reasonably request Agent, in corresponding offices throughout the world and, to evidence the Administrative Agent first priority security interest extent necessary, has used and has directed all licensees to use proper statutory notice in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary stepsconnection with its use of any patent, including Trademark and copyright in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, of the Intellectual Property Collateral, including (ii) such Grantor has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge none of the filing Trade Secrets of applications such Grantor has been used, divulged, disclosed or appropriated for renewalthe benefit of any other Person other than such Grantor, affidavits (iii) to such Grantor’s knowledge, no third party is infringing upon any Intellectual Property Collateral owned or used by such Grantor, or any of useits respective licensees, affidavits (iv) no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property Collateral, (v) such Grantor uses adequate standards of incontestability quality in the manufacture, distribution, and oppositionsale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, interference and cancellation proceedings (vi) such Grantor owns directly or is entitled to use by license or otherwise, any patents, Trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and the payment rights with respect to any of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a)used in, (b) and (c))necessary for the conduct of such Grantor’s business.

Intellectual Property Collateral. Except as disclosed on Schedules III through VI, with respect to any Intellectual Property Collateral: (a) No any Intellectual Property Collateral owned by any Grantor shallis valid, unless such Grantor shall either (i) reasonably subsisting, unexpired and in good faith determine (enforceable and notice of such determination shall have has not been delivered to abandoned by the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public adjudged invalid or unenforceable., in whole or in part; (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably is the sole and exclusive owner of the entire and unencumbered right, title and interest in good faith determine (and notice to all Intellectual Property Collateral owned by such Grantor and to the knowledge of such determination shall have Grantor, no claim has been delivered to made that the Administrative Agent) that use of such Intellectual Property Collateral by such Grantor does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate in any material respect, any of the Trademark Collateral is rights of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-usethird party; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably has made (and in good faith determine (the case of Grantors other than Recro, or shall make within 30 days after the Closing Date,) all necessary filings and notice of such determination shall have been delivered recordations to the Administrative Agent) that protect its interest in any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated owned by such Grantor to the public extent such filing or placed recordation is necessary for the conduct of the business substantially in the public domain or invalid or unenforceablemanner presently conducted, or including recordations of any adverse determination or development (including all of its interests in the institution of, or any such determination or development in, any proceeding Patent Collateral and Trademark Collateral in the United States Patent and Trademark OfficeOffice (or foreign equivalent), and its claims to the Copyright Collateral in the United States Copyright Office (or foreign equivalent), and, to the extent necessary, has used proper statutory notice in connection with its use of any foreign counterpart thereof material Patent, Trademark and Copyright in any of the Intellectual Property Collateral; (d) such Grantor has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge (A) none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any courtother Person other than such Grantor; (B) regarding no employee, independent contractor or agent of such Grantor has misappropriated any Trade Secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any material term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any material way to the protection, ownership, development, use or transfer of such Grantor’s ownership Intellectual Property Collateral; (e) to such Grantor’s knowledge, no third party is infringing upon any Intellectual Property owned or used by such Grantor in any material respect, or any of its respective licensees in any material respect; (f) except as set forth on Schedule 3.6(f), no settlement or consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property; (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral that has not been terminated or released except Permitted Liens; (h) such Grantor has executed and delivered to the Lender Intellectual Property Collateral security agreements for all Copyrights, Patents and Trademarks owned by such Grantor, including all Copyrights, Patents and Trademarks on Schedule III through VI (as such schedules may be amended or supplemented from time to time by notice by such Grantor to the Lender); (i) such Grantor uses commercially reasonable standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and has taken all commercially reasonable action necessary to insure that all licensees of the Trademarks owned by such Grantor use such adequate standards of quality; (j) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or material impairment of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; and (ek) In no event shall any to such Grantor’s knowledge, such Grantor owns or is entitled to use by license, lease or other agreement, all Patents, Trademarks, Trade Secrets, Copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) as necessary to conduct the business and (c))operations of such Grantor substantially in the manner presently conducted.

Intellectual Property Collateral. (a) No Grantor shallBorrower has executed and delivered on the date hereof, unless a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks), as applicable, with regard to any Copyrights or Trademarks, as the case may be, of Borrower, described in Schedule IV. In the event that, after the date hereof Borrower shall acquire any registered Copyright, Domain Name or Trademark or file any application for registration thereof, whether within the United States or any other country or jurisdiction, Borrower shall promptly furnish written notice thereof to Lender together with information sufficient to permit Lender, upon its receipt of such Grantor shall either (i) reasonably and in good faith determine notice, to (and notice Borrower hereby authorizes Lender to) modify in accordance with this Agreement, as appropriate, by amending Schedule IV hereto or to add additional exhibits hereto to include any Copyright, Domain Name or Trademark that becomes part of the collateral under the Security Instrument, and Borrower shall additionally, at its own expense, execute and deliver, as promptly as possible (but in any event within twenty (20) days) after the date of such determination notice, with regard to United States Copyrights and Trademarks, a fully completed Security Agreement (Copyrights) and Security Agreement (Trademarks) in substantially the same form as delivered on the date hereof, as applicable, together in all instances with any other agreements, instruments and documents that Lender may reasonably request from time to time to further effect and confirm the security interest created by this Agreement in such Copyrights and Trademarks, and Borrower hereby appoints Lender its attorney-in-fact, upon the occurrence and during the continuance of an Event of Default, to execute, deliver and record any and all such agreements, instruments and documents for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an interest, being irrevocable for so long as this Agreement shall have been delivered be in effect with respect to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceableBorrower. (b) No Grantor shallBorrower (either itself or through its licensees or sublicensees) will, and no Grantor shall permit any for each material Trademark used in the conduct of its licensees tobusiness, unless such Grantor shall either use its commercially reasonable efforts to (i) reasonably and in good faith determine (and notice of maintain such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force and effect, free from any claim of abandonment or invalidity for non-use; , (Bii) fail to maintain as in the past the quality of products and services offered under all of the such Trademark, (iii) display such Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of federal registration to the extent required by applicable law, (iv) take appropriate and commercially reasonable steps to police and defend such registration; or Trademark and prevent or arrest infringement, dilution or other harm to such Trademark and (Dv) do or permit any act not knowingly use or knowingly omit to do permit the use of such Trademark in violation of any act whereby any of the third-party rights, unless Borrower determines in its reasonable good-faith discretion that such Trademark Collateral may lapse or become invalid or unenforceableis no longer useful in its business. (c) No Grantor shallBorrower (either itself or through its licensees or sublicensees) will refrain from committing any act, or omitting any act, whereby any Patent used in the conduct of such Borrower’s business may become invalidated or dedicated to the public, and shall continue to xxxx any products covered by Patent with the relevant patent number as required by applicable patent laws, unless Borrower determines in its reasonable good-faith discretion that such Grantor shall either reasonably and Patent is no longer useful in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereofits business. (d) Each Grantor Borrower (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate notice as required under applicable copyright laws, unless Borrower determines in its reasonable good-faith discretion that such Copyright is no longer useful in its business. (e) Borrower shall notify the Administrative Agent Lender immediately if it knows or has reason to know that any application material Patent, Trademark or registration relating to any material item Copyright used in the conduct of the Intellectual Property Collateral its business may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceablepublic, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any foreign counterpart thereof or any court) regarding regarding, such GrantorBorrower’s ownership of any of the Intellectual Property CollateralTrademark or Copyright, its right to register the same same, or to keep and maintain and enforce the same. (ef) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral Borrower will take all necessary steps that are consistent with the United States practice in any proceeding before the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before of the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application relating to any application Patents, Trademarks or Copyrights (and to obtain the relevant grant or registration) filed with respect to, used in the conduct of such Borrower’s business and to maintain each registration of any registration ofPatents, Trademarks and Copyright used in the Intellectual Property Collateralconduct of such Borrower’s business (excluding those listed in the License Agreement), including the filing of applications for renewal, affidavits of use, affidavits of incontestability and maintenance fees, and, if consistent with sound business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any collateral consisting of a Patent, Trademark or Copyright used in the conduct of any Borrower’s business is believed infringed, misappropriated or diluted by a third party, such Borrower shall notify Lender promptly after it learns thereof and the payment of fees shall, if consistent with sound business judgment, promptly xxx for infringement, misappropriation or dilution, and taxes (except to the extent that dedication, abandonment or invalidation is permitted take such other actions as are appropriate under the foregoing clauses circumstances to protect such Collateral. (a)h) Upon the occurrence and during the continuance of any Event of Default, each Borrower shall use its commercially reasonable efforts to obtain all requisite consents or approvals from the Licensors included within the Copyright Collateral, Patent Collateral or Trademarks Collateral (beach as defined in the Security Instrument) to effect the assignment of all of such Borrower’s right, title and (c))interest thereunder to Lender or its designee.

Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) No Grantor shall, unless such Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Administrative Agent) that perform any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; , (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; , (C) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration; or , (D) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (E) use any of the Trademark Collateral registered with any federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made or (F) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) the loss of the Intellectual Property Collateral would not have a Material Adverse Effect on the business; (db) Each such Grantor shall promptly notify the Administrative Collateral Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) In no in the event shall any that a Grantor or any of its agents, employees, designees or licensees file files an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof will promptly so inform the Collateral Agent, and upon request of the Collateral Agent (subject to the Administrative Agent andterms of the Credit Agreement), if requested by the Administrative Agent, executes execute and delivers any and deliver all agreements, instruments, instruments and documents and papers as the Administrative Collateral Agent may reasonably request to evidence the Administrative Agent first priority Collateral Agent’s security interest in such Intellectual Property Collateral.; (fd) Each such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a) or (b)); and (e) such Grantor will, upon the request of the Collateral Agent at any time, execute and deliver to the Collateral Agent (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto following its obtaining an interest in any such Intellectual Property (or following the filing of a statement of use or an amendment to allege use with respect to an intent-to-use Trademark application), and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (bwith the consent of the Collateral Agent) and (c))that any Intellectual Property Collateral is of negligible economic value to such Grantor.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral of such Grantor the loss, impairment or infringement of which could reasonably be expected to have a Material Adverse Effect: (a) No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Intellectual Property Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public subsisting and has not been adjudged invalid or unenforceable., in whole or in part; (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Intellectual Property Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-useand enforceable; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably has made all necessary filings and recordations to protect its interest in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed described in Schedule III hereto, including recordations of all of its interests in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding Patent Collateral and Trademark Collateral in the United States Patent and Trademark OfficeOffice and (subject to the terms hereof and of the Credit Agreement) in corresponding offices throughout the world, and its claims to the Copyright Collateral in the United States Copyright Office or any foreign counterpart thereof or any courtand (subject to the terms of the Credit Agreement) regarding such Grantor’s ownership in corresponding offices throughout the world (except, in the case of any of the Intellectual Property Collateral, its right to register the same filing or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with recordation outside the United States Patent and Trademark Office, Office or the United States Copyright Office where the failure to make such recordation or any similar office or agency in any other country or any political subdivision thereoffiling would not have a Material Adverse Effect, unless it gives prior notice thereof being understood that the Existing Intellectual Property Filings shall be deemed to satisfy the requirements hereunder to make such recordations with respect to the Administrative Agent andIntellectual Property Collateral covered thereby); (d) such Grantor is the exclusive owner of the entire and unencumbered right, if requested by the Administrative Agent, executes title and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in and to such Intellectual Property Collateral.Collateral (other than licenses thereof existing on the Effective Date or granted in the ordinary course of business or in connection with the sale, transfer or disposition of assets or businesses in accordance with the Credit Agreement) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (fe) Each except as permitted by Section 4.6, such Grantor shall take has performed and will continue to perform all necessary steps, including in any proceeding before the United States Patent acts and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, has paid and will continue to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of pay all required fees and taxes to maintain each and every such item of Intellectual Property Collateral in full force and effect throughout the world, as applicable (except where the failure to the extent that dedicationperform or pay would not have a Material Adverse Effect). Such Grantor owns directly or is entitled to use by license or otherwise, abandonment or invalidation is permitted under all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing clauses (a), (b) and (c))used in or necessary for the conduct of such Grantor's business.

Intellectual Property Collateral. (a) No Grantor shallNot, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not permit any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseSubsidiary to, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.; (b) No Grantor shallNot, and no Grantor shall not permit any Subsidiary or any licensee of its licensees it or of any Subsidiary to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (Ai) fail to continue to use any of the Trademark Collateral to the extent necessary in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (Bii) fail in any material respect to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (Ciii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral; (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made; or (Dvi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable.; (c) No Grantor shallNot, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not permit any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseSubsidiary to, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (d) Each Grantor shall notify the Administrative Agent Notify Lender immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s Borrower's or any Subsidiary's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) In no event shall Not, and not permit any Grantor Subsidiary or any of its or any Subsidiary's agents, employees, designees or licensees to, file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent andpromptly informs Lender, if requested by the Administrative Agentand upon request of Lender, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent Lender may reasonably request to evidence the Administrative Agent first priority Lender's security interest in such Intellectual Property Collateral.Collateral and the goodwill and general intangibles of Borrower relating thereto or represented thereby; (f) Each Grantor shall take Take, and cause each Subsidiary to take, all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)); and (g) Promptly upon request of Lender, execute and deliver to Lender, and cause its Subsidiaries to execute and deliver to Lender, any document reasonably required to acknowledge or register or perfect Lender's interest in any part of the Intellectual Property Collateral.

Intellectual Property Collateral. (a) No Such Grantor shall, unless such Grantor shall either will: (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not allow any of the Patent Collateral is of negligible economic value to Material Intellectual Property owned or controlled by such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwisebecome abandoned, do nor any actregistration thereof to be abandoned, or omit to do any actterminated, whereby any of the Patent Collateral may lapse or become abandoned forfeited, expired or dedicated to the public or unenforceable.public; (bii) No notify the Investor promptly if such Grantor shall, and no Grantor shall permit knows (A) that any Material Intellectual Property owned or controlled by Company or any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral Subsidiaries may become abandoned abandoned, terminated, forfeited, expired or dedicated to the public public, except to the extent permitted by the Revenue Interest Financing Agreement or placed in the public domain or invalid or unenforceable, or (B) of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof court or similar office of any courtother jurisdiction, but excluding ordinary course prosecution of pending intellectual property rights) regarding such Grantorthe Company’s or its applicable Subsidiaries’ ownership or control of any of the such Material Intellectual Property CollateralProperty, its right to register the same same, or its right to keep and maintain and enforce the same. (eiii) In no event shall any Grantor or any upon the delivery of its agentsa certificate pursuant to Section 6.10 of the Revenue Interest Financing Agreement, employees, designees or licensees file an application for give the registration Investor notice of any new Registered Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or for which such Grantor has filed any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof application for registration; (iv) to the Administrative Agent andextent constituting Material Intellectual Property, if requested by the Administrative Agentdiligently prosecute all applications for Patents, executes Copyrights and delivers Trademarks, and file and prosecute any and all agreementscontinuations, instrumentsdivisionals, documents continuations-in-part, applications for reissue, applications for certificate of correction and papers like matters as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest shall be reasonable and appropriate in such accordance with prudent business practice, and promptly and timely pay any and all maintenance, license, registration and other fees, taxes and expenses incurred in connection with any Material Intellectual Property Collateral.held by such Grantor; and (fv) Each in the event that any Grantor knows that any Material Intellectual Property has been or will imminently be infringed, misappropriated or otherwise violated by a third person in any manner that would reasonably be expected to result in a Material Adverse Change or a material adverse effect on any Product Commercialization and Development Activities with respect to Ganaxolone, such Grantor shall take all necessary steps, including promptly (and in any proceeding before case within three (3) Business Days after obtaining knowledge thereof) notify the United States Patent Investor and Trademark Officeshall, the United States Copyright Office if consistent with good business judgment, promptly take such commercially reasonable measures to cause a ​ cessation of such infringement, misappropriation or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (violation and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))recover damages therefor.

Intellectual Property Collateral. (a) No Grantor shallNot, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not permit any of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseSubsidiary to, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.; (b) No Grantor shallNot, and no Grantor shall not permit any Subsidiary or any licensee of its licensees it or of any Subsidiary to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (Ai) fail to continue to use any of the Trademark Collateral to the extent necessary in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (Bii) fail in any material respect to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (Ciii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral; (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made; or (Dvi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable.; (c) No Grantor shallNot, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not permit any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseSubsidiary to, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (d) Each Grantor shall notify the Administrative Agent Notify Lender immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s any Borrower's or any Subsidiary's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) In no event shall Not, and not permit any Grantor Subsidiary or any of its or any Subsidiary's agents, employees, designees or licensees to, file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent andpromptly informs Lender, if requested by the Administrative Agentand upon request of Lender, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent Lender may reasonably request to evidence the Administrative Agent first priority Lender's security interest in such Intellectual Property Collateral.Collateral and the goodwill and general intangibles of any Borrower relating thereto or represented thereby; (f) Each Grantor shall take Take, and cause each Subsidiary to take, all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)); and (g) Promptly upon request of Lender, execute and deliver to Lender, and cause its Subsidiaries to execute and deliver to Lender, any document reasonably required to acknowledge or register or perfect Lender's interest in any part of the Intellectual Property Collateral.

Intellectual Property Collateral. Without limiting the generality of any other provisions of this Agreement, (a) No Grantor shall, unless such Grantor If Borrower shall either create or obtain rights to any registered Intellectual Property (ior any other Intellectual Property Collateral) reasonably and in good faith determine (and notice of such determination shall have been delivered addition to those set forth on Schedule 5.19 to the Administrative Agent) that any of the Patent Collateral is of negligible economic value to such Grantor or Disclosure Letter (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated as updated pursuant to the public terms of this Agreement), the provisions of this Agreement shall automatically apply thereto and Borrower shall take such action as Lender may reasonably request to perfect its security interest in such registered Intellectual Property, including the execution of a collateral security agreement to be filed with the US PTO, US Copyright Office or unenforceableany other applicable Governmental Authority. Borrower shall promptly notify Lender, in writing, of any new patent application or issuance or trademark or copyright application or registration in which Borrower has an ownership interest. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either Borrower: (i) reasonably and in good faith determine (and notice of such determination shall have been delivered authorizes Lender, without any further action by Borrower, to amend Schedule 5.19 to the Administrative AgentDisclosure Letter to reference any registered Intellectual Property (or any other Intellectual Property Collateral (as defined below)) that acquired by Borrower after the date hereof or to delete any of the Trademark Collateral is of negligible economic value reference to such Grantor any right, title or interest in any registered Intellectual Property (or any other Intellectual Property Collateral) in which Borrower no longer has or claims any right, title or interest; (ii) have a valid business purpose will promptly (exercised but in the ordinary course any event within ten (10) Business Days after becoming aware thereof) notify Lender of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such adverse determination or development in, any proceeding in the United States Patent and Trademark OfficeUS PTO, the United States US Copyright Office or in any federal, state or foreign counterpart thereof court or agency regarding Borrower’s claim of ownership, or the enforceability or validity of any court) regarding such Grantor’s ownership of the Intellectual Property Collateral (other than the expiration of patents at the end of their statutory term), in each case that does or could reasonably be expected to materially and adversely affect the value of any of the Intellectual Property Collateral, its right taken as a whole, or the ability of Borrower or Lender to register dispose of any of the same or to keep the rights and maintain and enforce remedies of Lender in relation thereto; (iii) will promptly notify Lender of any suspected infringement of any of the same. (e) In no event shall Intellectual Property Collateral by any Grantor third party or any claim by any third party that Borrower is infringing upon the intellectual property rights of its agentssuch third party, employeesin either case that does or could reasonably be expected to, designees individually or licensees file an in the aggregate, materially adversely affect the value of the Intellectual Property Collateral, taken as a whole; (iv) concurrently or promptly thereafter with the filing of any patent application or application for the registration of any Intellectual Property Collateral with trademark or copyright in the United States, will execute, deliver and record in the appropriate registers and offices in the United States, an appropriate form of a collateral security agreement evidencing Lender’s security interest therein (and, subject to Section 6.20, will do so outside the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if reasonably requested by Lender); and (v) will keep accurate and complete records in all material respects in respect of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (fc) Each Grantor For the sole purpose of enabling Lender to exercise rights and remedies under this Agreement at such time as Lender shall take be lawfully entitled to exercise such rights and remedies, and for no other purpose, Borrower hereby grants to Lender, to the extent Borrower is permitted to grant such license, a nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use or sublicense any and all necessary stepsof the Intellectual Property Collateral now owned or hereafter acquired by Borrower, wherever the same may be located, including in such license reasonable access to all media in which any proceeding before of the United States Patent licensed items may be recorded or stored and Trademark Officeto all computer programs used for the compilation or printout thereof. Lender will only exercise such license upon the occurrence and during the continuance of any Event of Default. Borrower further agrees that, upon the United States Copyright Office occurrence and during the continuance of any Event of Default, Lender may, to the extent permitted by law, take any or all of the following actions: (i) declare the entire right, title and interest of Borrower in and to the Intellectual Property Collateral vested in Lender, in which event such right, title and interest shall immediately vest in Lender; (ii) take and use and/or sell the Intellectual Property Collateral (or any similar office portion thereof) and carry on the business and use the assets of Borrower in connection with which the Intellectual Property Collateral (or agency any portion thereof) has been used; (iii) bring suit to enforce the Trademarks, Patents and/or Copyrights or any of the other Intellectual Property Collateral and/or any licenses thereunder or other rights with respect thereto; and (iv) in connection with taking any of the actions described in the foregoing clauses (i) - (iii), direct Borrower to refrain, in which event Borrower shall refrain, from using the Intellectual Property Collateral (or any portion thereof) in any manner whatsoever, directly or indirectly; and (v) execute, in which event Borrower shall execute, such other country and further documents that Lender may reasonably request to further confirm the provisions hereof and to further evidence the foregoing rights and remedies. Upon request of Lender, Borrower also shall make available to Lender, to the extent within Borrower’s power and authority, such individuals then in Borrower’s employ to assist in the production, advertisement and sale of the products and services sold under the Trademarks, Copyrights and Patents or any political subdivision thereof, to maintain and pursue any application (and to obtain of the relevant registration) filed with respect to, and to maintain any registration of, the other Intellectual Property Collateral, including such individuals to be available to perform their prior functions on Lender’s behalf and to be compensated at the filing expense of applications for renewalBorrower. (d) Notwithstanding anything else set forth herein or anything contained in any of the other Financing Documents, affidavits the taking of useactions outside the United States may be required in order to create and/or preserve the perfection and priority of any security interest in the Intellectual Property Collateral that is protected under non-U.S. law, affidavits of incontestability and oppositionunless reasonably requested by Lender, interference Borrower shall not have any obligation to record or file, or take any other actions, to create a perfected Lien on or security interest in any non-U.S. Intellectual Property Collateral, and cancellation proceedings and the payment of fees and taxes (except even if so requested by Lender, Borrower shall only be obligated to do so to the extent that dedication, abandonment any such Lien on or invalidation is permitted security interest in non-U.S. Intellectual Property Collateral can be perfected under the foregoing clauses (a), (b) applicable laws and (c))regulations.

Intellectual Property Collateral. (a) No Such Grantor shallrepresents that except for any Patent Collateral, unless Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor shall either (i) reasonably does not own and has no interests in good faith determine (and notice any Intellectual Property Collateral material to the operations or business of such determination shall have been delivered to the Administrative Agent) that any Grantor as of the Patent Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceabledate hereof. (b) No Such Grantor shallfurther represents and warrants that, and no Grantor shall permit any of its licensees to, unless such Grantor shall either with respect to all material Intellectual Property Collateral (i) reasonably such Intellectual Property Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in good faith determine (and notice whole or in part, except such Intellectual Property Collateral that is not material to the operations or business of such determination shall have been delivered Grantor or to the Administrative Agentextent permitted by the Credit Agreement, (ii) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of such Intellectual Property Collateral for purposes of granting a security interest or as Collateral that has not been terminated or released, (iii) the consummation of the transactions contemplated by the Credit Agreement and this Security Agreement will not result in the termination or impairment of such Intellectual Property Collateral, and (iv) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and, to the knowledge of the Grantor, no claim has been made that the use of such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the Trademark Collateral is rights of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised any third party in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceablematerial respects. (c) No Such Grantor shallfurther represents and warrants, unless except as could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, that (i) such Grantor shall either reasonably has made all necessary filings and recordations to protect its interest in good faith determine (and notice such Intellectual Property Collateral, including recordations of such determination shall have been delivered to the Administrative Agent) that any of its interests in the Patent Collateral and Trademark Collateral in the USPTO and, if requested by the Collateral Agent, in corresponding offices throughout the world, and its claims to the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseU.S. Copyright Office, do or permit any act or knowingly omit to do any act whereby any of and, if requested by the Copyright Collateral or any of Agent, in corresponding offices throughout the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated world and, to the public or placed extent necessary, has used and has directed all licensees to use proper statutory notice in the public domain or invalid or unenforceable, or connection with its use of any adverse determination or development (including the institution ofpatent, or any such determination or development in, any proceeding Trademark and copyright in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, (ii) such Grantor has taken all reasonable steps to safeguard its right Trade Secrets and to register its knowledge none of the same Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any other Person other than such Grantor, (iii) to keep and maintain and enforce the same. (e) In such Grantor’s knowledge, no event shall third party is infringing upon any Grantor Intellectual Property Collateral owned or used by such Grantor, or any of its agentsrespective licensees, employees(iv) no settlement or consents, designees covenants not to xxx, nonassertion assurances, or licensees file an application for the registration of releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including (v) such Grantor uses adequate standards of quality in the filing manufacture, distribution, and sale of applications for renewalall products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action necessary to insure that any licensees of any Trademarks owned by such Grantor use such adequate standards of quality, affidavits and (vi) such Grantor owns directly or is entitled to use by license or otherwise, any patents, Trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a)used in, (b) and (c))necessary for the conduct of such Grantor’s business.

Intellectual Property Collateral. (a) No Grantor shall, unless such Each Grantor shall either (i) reasonably execute and in good faith determine (and notice of such determination shall have been delivered deliver to the Administrative Agent) that any , concurrently with the execution of the Patent Collateral is of negligible economic value to this Agreement, such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain Intellectual Property Security Agreements as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the may reasonably request, and record such Intellectual Property Collateral may become abandoned or dedicated to Security Agreements with the public or placed in the public domain or invalid or unenforceableUnited States Copyright Office, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficeOffice or any other applicable Governmental Authority in any jurisdiction, as applicable, and take such other action as may be necessary, or as the Administrative Agent may reasonably request, to perfect the Administrative Agent’s security interest in the Intellectual Property Collateral. (i) Following the creation, development or acquisition of any new Intellectual Property Collateral by any Grantor after the date hereof which is or becomes Registered, such Grantor shall (A) include details of such Registered Intellectual Property Collateral on the next Compliance Certificate provided under Section 8.01 of the Credit Agreement, (B) modify this Agreement by attaching to such Compliance Certificate an amended Schedule 2 to include any such Registered Intellectual Property Collateral which becomes part of the Collateral and which was not included on Schedule 2 as of the date hereof, (C) record (at such Grantor’s sole expense) such Intellectual Property Security Agreement with the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency other applicable Governmental Authority in any jurisdiction, as applicable, and (D) take such other country action as may be necessary, or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent or the Majority Lenders may reasonably request request, to evidence perfect the Administrative Agent first priority Agent’s security interest in such Registered Intellectual Property Collateral. (fii) Each Without limiting the generality of the foregoing, each Grantor hereby authorizes the Administrative Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule 2 to identify specifically any Intellectual Property or License that, in the Administrative Agent’s reasonable judgment, constitutes Intellectual Property Collateral; provided that any Grantor shall take all necessary stepshave the right, including in any proceeding before exercisable within ten (10) days after it has been notified by the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Administrative Agent of such Intellectual Property Collateral, including to advise the filing Administrative Agent in writing, stating in reasonable detail, that such Intellectual Property or License does not constitute Intellectual Property Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within thirty (30) days after the date it has been notified by the Administrative Agent of applications for renewal, affidavits the specific identification of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))such Collateral.

Intellectual Property Collateral. (a) 3. No Grantor shall, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Patent Collateral is of negligible economic value such action or omission could not reasonably be expected to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseMaterial Adverse Effect, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (ba) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value such action or omission could not reasonably be expected to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseMaterial Adverse Effect: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (cb) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral such action or any of the Trade Secrets Collateral is of negligible economic value omission could not reasonably be expected to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwiseMaterial Adverse Effect, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (dc) Each Grantor shall notify the Administrative Agent immediately if it knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding such Grantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (ed) In no event shall any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it gives prior notice thereof to the Administrative Agent and, if requested by the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (fe) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).

Intellectual Property Collateral. (a) No Such Grantor shall, unless such Grantor shall either will: (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that not allow or suffer any of the Patent Intellectual Property Collateral is of negligible economic value to held by such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwisebecome abandoned, do nor any actregistration thereof to be abandoned, or omit to do any actterminated, whereby any of the Patent Collateral may lapse or become abandoned forfeited, expired or dedicated to the public or unenforceable.public, except as shall be reasonable and appropriate in accordance with prudent business practice; (b) No Grantor shall, and no Grantor shall permit any of its licensees to, unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Trademark Collateral is of negligible economic value to such Grantor or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise: (A) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use; (B) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral; (C) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration; or (D) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) No Grantor shall, unless such Grantor shall either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor or have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice) to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) Each Grantor shall notify the Administrative Agent immediately promptly if it knows or has reason to know (A) that any application Material Intellectual Property owned or registration relating to controlled by any material item of the Obligor constituting Intellectual Property Collateral may become abandoned abandoned, terminated, forfeited, expired or dedicated to the public public, except to the extent expressly permitted by the Credit Agreement or placed in the public domain or invalid or unenforceable, or (B) of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof court or similar office of any courtother jurisdiction) regarding such Grantor’s ownership or control of any of the such Material Intellectual Property CollateralProperty, its right to register the same same, or its right to keep and maintain and enforce the same. (eiii) In no event shall upon the delivery of a Compliance Certificate pursuant to Section 8.03(c) of the Credit Agreement, give the Administrative Agent notice of any rights such Grantor may obtain to any new patentable inventions, copyrightable works or other new Intellectual Property Collateral which such Grantor intends to register, prior to the filing of any of its agents, employees, designees or licensees file an application for the registration thereof; (iv) diligently prosecute all applications for patents, copyrights and trademarks, and file and prosecute any and all continuations, continuations-in-part, applications for reissue, applications for certificate of correction and like matters as shall be reasonable and appropriate in accordance with prudent business practice, and promptly and timely pay any and all maintenance, license, registration and other fees, taxes and expenses incurred in connection with any Intellectual Property Collateral with held by such Grantor; and (v) in the United States Patent and Trademark Officeevent that any Grantor knows or has reason to believe that any Material Intellectual Property owned or controlled by any Obligor constituting Intellectual Property Collateral has been or will imminently be infringed, the United States Copyright Office misappropriated or any similar office or agency otherwise violated by a third person in any other country or manner that would reasonably be expected to result in a Material Adverse Change, such Grantor shall promptly (and in any political subdivision case within five Business Days after obtaining knowledge thereof, unless it gives prior notice thereof to ) notify the Administrative Agent andand shall, if requested by the Administrative Agentconsistent with good business judgment, executes and delivers any and all agreementspromptly take such commercially reasonable measures to cause a cessation of such infringement, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent first priority security interest in such Intellectual Property Collateral. (f) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office misappropriation or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (violation and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))recover damages therefor.