Common use of Patent, Trademark and Clause in Contracts

Patent, Trademark and. Copyright Security Agreements shall mean: (i) the Patent, Trademark and Copyright Security Agreement (Revolver) in substantially the form of Exhibit 1.1(P)(1)(a) (the “Patent, Trademark and Copyright Security Agreement (Revolver)”) executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Revolver Lenders and (ii) the Patent, Trademark and Copyright Security Agreement (Term) in substantially the form of Exhibit 1.1(P)(1)(b) (the “Patent, Trademark and Copyright Security Agreement (Term)”) executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Term Lenders. The Loan Parties shall grant a first lien on such collateral that consists of Collateral (Revolver) to the Revolver Lenders and a second lien on such collateral that consists of Collateral (Revolver) to the Term Lenders. The Loan Parties shall grant a first lien on such collateral that consists of Collateral (Term) to the Term Lenders and a second lien on such collateral that consists of Collateral (Term) to the Revolver Lenders. Payment Date shall mean the first day of each calendar quarter after the date hereof and on the Expiration Date and Maturity Date, or upon acceleration of the Notes. Payment In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit. PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. Permitted Acquisitions shall have the meaning specified in Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions]. Permitted Investments shall mean:

Patent, Trademark and. Copyright Security Agreements Agreement shall mean: (i) mean the Patent, Trademark and Copyright Security Agreement (Revolver) in substantially the form dated as of Exhibit 1.1(P)(1)(a) (the “Patent, Trademark and Copyright Security Agreement (Revolver)”) even date herewith executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Revolver Lenders and (ii) the Patent, Trademark and Copyright Security Agreement (Term) in substantially the form of Exhibit 1.1(P)(1)(b) (the “Patent, Trademark and Copyright Security Agreement (Term)”) executed and delivered by each of the Loan Parties to the Administrative Agent for the benefit of the Term Lenders. The Loan Parties shall grant a first lien on such collateral that consists of Collateral (Revolver) to the Revolver Lenders and a second lien on such collateral that consists of Collateral (Revolver) to the Term Lenders. The Loan Parties shall grant a first lien on such collateral that consists of Collateral (Term) to the Term Lenders and a second lien on such collateral that consists of Collateral (Term) to the Revolver Lenders. Payment Date shall mean the first day of each calendar quarter after the date hereof and on the Expiration Date and Maturity Date, or upon acceleration of the Notes. Payment In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit. PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. Permitted Acquisitions shall mean acquisitions of the assets or Equity Interests of another Person so long as: (a) the total costs and liabilities (including without limitation, all assumed liabilities, all earn-out payments, deferred payments and the value of any other stock or assets transferred, assigned or encumbered with respect to such acquisitions) of (i) all such acquisitions do not exceed $70,000,000 in the aggregate during the term of this Agreement, (ii) all acquisitions involving foreign Subsidiaries does not exceed $40,000,000 in the aggregate during the term of this Agreement and (iii) each individual acquisition involving foreign Subsidiaries does not exceed $20,000,000 for any single transaction or related transactions; (b) with respect to the acquisition of Equity Interests, such acquired company shall (i) have a positive EBITDA and tangible net worth, calculated in accordance with GAAP immediately prior to such acquisition, (ii) such acquired company shall be added as a Borrower or Guarantor as determined by Administrative Agent in its sole discretion to this Agreement and be jointly and severally liable for all Obligations, and (iii) Administrative Agent shall be granted a first priority lien in all assets of such acquired company; (c) the meaning specified acquired company or property is used or useful in Section 8.2.6 [Liquidationsthe same or a similar line of business as the Borrower was engaged in on the Closing Date (or any reasonable extensions or expansions thereof); (d) Administrative Agent shall have received a first-priority security interest in all acquired assets or Equity Interests, Mergerssubject to documentation satisfactory to Administrative Agent; (e) the board of directors (or other comparable governing body) of such company shall have duly approved the transaction; (f) the Borrower has delivered to Administrative Agent (i) a pro forma balance sheet and pro forma financial statements and a Compliance Certificate demonstrating that, Consolidationsupon giving effect to such acquisition on a pro forma basis, Acquisitions]the Borrower shall have a Pro-Forma Leverage Ratio less than or equal to 2.75 to 1.0 as of the most recent fiscal quarter end for the trailing twelve month period then ending (calculating such ratio as if such acquisition occurred on the first day of such testing period) and (ii) financial statements of the acquired entity for the two most recent fiscal years then ended, in form and substance reasonably acceptable to Administrative Agent; (h) if such acquisition includes general partnership interests or any other Equity Interest that does not have a corporate (or similar) limitation on liability of the owners thereof, then such acquisition shall be effected by having such Equity Interests acquired by a corporate holding company directly or indirectly wholly-owned by the Borrower and newly formed for the sole purpose of effecting such acquisition; and (j) no Default or Event of Default shall have occurred or will occur after giving pro forma effect to such acquisition. Permitted Investments shall mean: