Common use of Protection and Registration of Intellectual Property Rights Clause in Contracts

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten (10) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts Except as may be reasonably determined to be appropriate by Debtor in the ordinary course of business, protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly after obtaining knowledge thereof, advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to BorrowerDebtor’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower Debtor (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, in the case of (i) and (ii) that is not included in the IP Agreement, then Borrower Debtor shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank and shall promptly execute such intellectual property security agreements (or updates to the Exhibits to the IP Agreement if not filed at such time by Bank) and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower Debtor decides to register any Copyrights or mask works in the United States Copyright Office, Borrower that are not included in the IP Agreement, then Debtor shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of BorrowerDebtor’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with promptly after filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower Debtor shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement and other documents necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower Debtor shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall (d) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any Copyright, including any subsequent ownership right of Debtor in or to any Copyright, Patent or Trademark not shown in the IP Agreement, and (iii) Debtor’s knowledge of an event that could reasonably be amended by adding expected to materially and adversely affect the following, to appear as Section 6.11 thereof:value of the Intellectual Property.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ia) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Propertyintellectual property where the failure to do so would result in a Material Adverse Change; (iib) promptly advise Bank in writing of material infringements of its Intellectual Propertyintellectual property; and (iiic) not allow any Intellectual Property material to Borrower’s business intellectual property to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) consent where such abandonment, forfeiture or dedication would have a Material Adverse Change. If Borrower (i) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice on its next Compliance Certificate notify Bank thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days days’ prior written notice (which may be in the form of a Compliance Certificate) of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use Take commercially reasonable efforts steps to protect, defend and maintain the validity and enforceability of its material U.S. registered or applied for Intellectual PropertyProperty included in the Collateral; and (ii) promptly advise Bank except in writing of material infringements of its Intellectual Property; and (iii) the Borrower’s reasonable business judgment, not allow any U.S. registered or applied for Intellectual Property included in the Collateral material to Borrower’s 's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consent. (b) If Borrower (i) obtains any U.S. Patent, registered U.S. Trademark, registered U.S. Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any U.S. Patent or the registration of any U.S. Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank as required by Section 6.2(c), and shall promptly after such notification execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to Section 4.4) in favor of Bank in such propertyproperty (other than Permitted Liens). If Borrower decides to register registers any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten (10) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto, promptly after notification as required by Section 6.2(c); , (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to (subject to Section 4.4), perfect and maintain a first priority perfected security interest in favor of Bank (other than Permitted Liens) in the such Copyrights or mask works intended to be registered with the United States Copyright Officeworks; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall shall, promptly after notification as required by Section 6.2(c), provide to Bank copies of all applications that it files in the U.S. Copyright office or the U.S. Patent and Trademark Office for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Propertymaterial intellectual property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Propertyintellectual property; and (iii) not allow any Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) . If Borrower (iA) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) . Provide written notice to Bank within ten thirty (1030) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Except with respect to the SEN License, Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The . Bank acknowledges the terms and conditions of the license granted to SEN Corporation under the SEN License, which license is a Permitted Lien. Bank agrees that notwithstanding anything to the contrary contained in the Loan Documents, Bank’s security interest under the IP Security Agreement is and shall be amended at all times subject to the rights, title and interest granted to SEN Corporation under the SEN License, and no exercise of remedies by adding Bank under the followingLoan Documents, and no enforcement of Bank’s rights with respect to appear as Section 6.11 thereof:such intellectual property (including without limitation, any foreclosure, strict foreclosure or deed in lieu of foreclosure) shall terminate, modify, alter or extinguish the license granted to SEN Corporation under the terms of the SEN License. These provisions shall be for the benefit of and may be relied on by SEN Corporation and its successors and assigns.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protectProtect, defend and maintain the validity and enforceability of its Intellectual PropertyProperty material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements of its Intellectual PropertyProperty material to Borrower’s business; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consentconsent unless Borrower shall reasonably determine that any Intellectual Property is not of material value or has no business value and such abandonment, forfeiture or dedication would not result in a Material Adverse Change. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly within ten (and in any event, within two (210) Business Days) days provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protectProtect, defend and maintain the validity and enforceability of the Intellectual Property that is material to its Intellectual Propertybusiness; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly within thirty (and in any event, within two (230) Business Days) days provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall may request in its good faith business judgment in order for Bank to perfect obtain and maintain a perfected first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten five (105) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); and (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment in order for Bank to perfect obtain and maintain a perfected first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) . Borrower hereby authorizes Bank to record such any intellectual property security agreement referenced in the two preceding sentences with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with and/or the United States Copyright OfficePatent and Trademark Office (and, for clarity, Borrower is not obliged to make such filings on Bank’s behalf unless specifically requested by Bank). Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of and any such materials delivered to Bank will be subject to the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest confidentiality provisions in such propertySection 12.9. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Propertymaterial intellectual property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Propertyintellectual property; and (iii) not allow any Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) . If Borrower (iA) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) . Provide written notice to Bank within ten thirty (1030) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan (b) Borrower and Bank hereby: (i) acknowledge, confirm, and reaffirm that the Consent and Agreement remains in full force and effect and (ii) acknowledge and agree that (A) this Agreement shall be amended by adding deemed to be the following“Loan Agreement” under the terms of the Consent and Agreement, (B) the Guarantor Security Agreement shall be deemed to appear as Section 6.11 thereof:be the “Security Agreement” under the terms of the Consent and Agreement, (C) the IP Agreement shall be deemed to be the “IP Security Agreement” under the terms of the Consent and Agreement and (D) the Loan Documents shall be deemed to be the “Loan Documents” under the terms of the Consent and Agreement.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protectProtect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Bank Agent in writing of material infringements of its material Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s prior written consent, such consent not to be unreasonably withheld. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank Agent and shall execute such intellectual property security agreements and other documents and take such other actions as Bank Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Agent, for the ratable benefit of the Secured Parties, in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Agent with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank Agent may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Agent in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank Agent copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Agent to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank Agent within ten thirty (1030) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank Agent to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with BankAgent’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protectProtect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary required for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Propertymaterial intellectual property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Propertyintellectual property; and (iii) not allow any Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) . If Borrower (iA) obtains any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) . Provide written notice to Bank within ten thirty (1030) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents, including, without limitation the “Loan Documents” as such term is defined in the Export-Import Agreement. (b) Borrower and Bank hereby: (i) acknowledge, confirm, and reaffirm that the Consent and Agreement remains in full force and effect and (ii) acknowledge and agree that (A) this Agreement and the Export-Import Agreement, together, shall be deemed to be the “Loan Agreement” 9 The Loan under the terms of the Consent and Agreement, (B) the Guarantor Security Agreement shall be amended by adding deemed to be the following“Security Agreement” under the terms of the Consent and Agreement, (C) the IP Agreement shall be deemed to appear as Section 6.11 thereof:be the “IP Security Agreement” under the terms of the Consent and Agreement and (D) the Loan Documents shall be deemed to be the “Loan Documents” under the terms of the Consent and Agreement.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ia) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the intellectual property owned by it and material to its Intellectual Propertybusiness; (iib) promptly advise Bank in writing of material infringements of its Intellectual Propertysuch intellectual property; and (iiic) not allow any Intellectual Property such intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) . If Borrower (i) obtains ownership of any Patentpatent, registered Trademarktrademark or servicemark, registered Copyrightcopyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent patent or the registration of any Trademarktrademark or servicemark, then Borrower shall promptly (and in any event, within two (2) Business Days) immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents patents or for the registration of Trademarkstrademarks, Copyrights servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property, which is material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any eventshall, within two fifteen (215) Business Days) , provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten thirty (1030) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use commercially reasonable efforts to protectProtect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise upon becoming aware thereof, notify Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten five (105) days Business Days’ prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary required for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days Business Days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof:

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (i) use Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly (and in any event, within two (2) Business Days) immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least ten fifteen (1015) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary required for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than licenses for over-the-counter software software, open source code, application programming interfaces (APIs) and/or other trademarks, patents and copyrights of others that is are commercially available to the publicpublic under shrinkwrap licenses, clickwrap licenses, online terms of service or terms of use or other similar agreements). Borrower shall take such commercially reasonable steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.” 9 The Loan Agreement shall be amended by adding the following, to appear as Section 6.11 thereof: