Common use of Trademarks, Patents and Copyrights Clause in Contracts

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United

Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the such Grantor's Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the such Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademarkof its Trademarks, Patent Patents or Copyright Copyrights may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the such Grantor shall have no obligation to use or to maintain any of its Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the such Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of its Trademarks, the Patents and the Copyrights (other than those Trademarks, Patents and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any of such Grantor's Trademarks, Patents or Copyrights is infringed, misappropriated or diluted in any material respect by a third party, such Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Agent and (y) to the extent such Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as such Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. Each Grantor shall furnish to the Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than quarterly) statements and schedules further identifying and describing its Patents, the Trademarks and the Copyrights and such other reports in connection with such Patents, the Trademarks and the Copyrights as the Agent may reasonably request, all in reasonable detail and promptly upon request of the Agent, following receipt by the Agent of any such statements, schedules or reports, such Grantor shall modify this Agreement by executing and delivering an updated Collateral Certificate to include any Patent, Trademark or Copyright which becomes part of such Grantor's Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default each Grantor may not abandon or otherwise permit any of its Trademarks, Patents or Copyrights to become invalid without the prior written consent of the Agent, and if any of its Trademarks, Patents or Copyrights is infringed, misappropriated or diluted in any material respect by a third party, such Grantor will take such action as the Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. Except to the extent the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy) would not reasonably be expected, either individually or in the aggregate, to have a NGP Material Adverse Effect, NGP and each of the NGP Subsidiaries own or possess licenses or other legal rights to use all patents, patent rights, trademarks, trademark rights, trade names, trade dress, trade name rights, copyrights, servicemarks, trade secrets, applications for trademarks and for servicemarks, mask works, computer software, web site design, know-how and other proprietary rights and information used or held for use in connection with the business of NGP and the NGP Subsidiaries as currently conducted or as contemplated to be conducted (together "INTELLECTUAL PROPERTY"), and NGP has no knowledge of any assertion or claim challenging the validity or use of any of the foregoing. The Intellectual Property owned by NGP and each NGP Subsidiary is free and clear of all liens, encumbrances, and other claims, and, to the knowledge of NGP, is not the subject of any cancellation or reexamination proceeding or any other proceeding challenging its extent, ownership or validity. To NGP's knowledge, (i) If applicableneither NGP nor any of the NGP Subsidiaries has infringed or misused or is infringing or misusing in any way any patent, patent right, license, trademark, trademark right, trade dress, trade name, trade name right, servicemark, mask work or copyright of any third party that would reasonably be expected, either individually or in the aggregate, to have a NGP Material Adverse Effect, (ii) there are no infringements of any intellectual property or proprietary rights owned by or licensed by or to NGP or any NGP Subsidiary that would reasonably be expected, either individually or in the aggregate, to have a NGP Material Adverse Effect, and (iii) neither NGP nor any of the NGP Subsidiaries have received any written notice or claim with respect to (i) or (ii) or has knowledge of any person asserting in writing a right to any claim with respect to (i) or (ii). Except as would not, either individually or in the aggregate, have a NGP Material Adverse Effect, to NGP's knowledge, the Grantor has duly executed and delivered the Collateral Assignment information technology system owned, licensed, leased, operated on behalf of, or otherwise held for Security (Trademarks) use in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B business by NGP or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) willNGP Subsidiaries, and will cause each licensee thereof toincluding all computer hardware, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-usesoftware, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is telecommunications systems used in the process business, perform reliably and are sufficient to conduct the business of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office NGP and the UnitedNGP Subsidiaries as currently conducted.

Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights material to its business in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the no Grantor will not (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright material to its business may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the no Grantor shall have no an obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work work, that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademarkTrademark, patent Patent or copyright Copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such Trademark, Patent or Copyright, as the case may be does not materially adversely affect the validity of such replacement Trademark, Patent or Copyright, as the case may be, and so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be Lien created by this Agreement, Agreement or (C) that is substantially the same as another Trademark, Patent or Copyright Copyright, as the case may be, that is in full force, so long as the failure to use or maintain such Trademark, Patent or Copyright, as the case may be does not materially adversely affect the validity of such replacement Trademark, Patent or Copyright, as the case may be, and so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office or any similar office or agency in any other country or political subdivision thereof to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantors shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly notify the Agent and (y) to the extent the Grantors shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such other actions as the Grantors shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. Each Grantor shall furnish to the Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Trademarks, Patents or Copyrights and such other reports in connection with the Trademarks, Patents or Copyrights as the Agent may reasonably request, all in reasonable detail and promptly upon request of the Agent, following receipt by the Agent of any such statements, schedules or reports, the Grantors shall modify this Agreement by amending Schedules II, III or IV hereto, as the case may be, to include any Trademark, Patent or Copyright, as the case may be, which becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the reasonable judgment of the Agent, desirable to subject such Trademarks, Patents or Copyrights to the Lien and security interest created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may abandon or otherwise permit a registered Trademark, Patent or Copyright to become invalid without the prior written consent of the Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantors will take such action as the Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Copyright or Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright Copyright, as the case may be, that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks, Patent or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees and taxes. If any Trademark, Patent or Copyright is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly notify the Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly sue xxx infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Agent may reasonably request, all in reasonable detail and promptly upon request of the Agent, following receipt by the Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantor will take such action as the Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Subject to Grantor’s sound business judgment, the Grantor (either itself or through licensees) willshall, and will shall cause each licensee thereof to, take all action commercially reasonable action(s) necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not shall (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar . Subject to the TrademarkGrantor’s sound business judgment, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will shall cause to be taken all commercially reasonable and necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated, diluted or otherwise violated in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation, dilution or other violation, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate, in its sole discretion, promptly sxx for infringement, misappropriation, dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation, dilution or other violation, or take such other actions as the Grantor shall deem appropriate to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Trademarks, Patents or Copyrights and such other reports in connection with the Trademarks, Patents or Copyrights as the Collateral Agent may reasonably request, shall modify this Agreement by amending Schedules II, III or IV hereto, as the case may be, to include any Trademark, Patent or Copyright, as the case may be, that becomes part of the Collateral under this Agreement, and shall execute and authenticate such documents prepared by the Secured Parties as shall be commercially reasonable and necessary to subject such Trademarks, Patents or Copyrights to the Lien and security interest created by this Agreement.

Trademarks, Patents and Copyrights. -12- 148 (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent trademark or copyright substantially similar to the Trademark, Patent Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent Trademark or Copyright, as the case may be, be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another TrademarkTrademark or Copyright, Patent or Copyright as the case may be, that is in full force, so long as such other Trademark, Patent Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly sue xxx infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or

Trademarks, Patents and Copyrights. (i) If applicableWith respect to any registered trademark, the patent or copyright owned by any Grantor which registered trademark(s), patent(s) or copyright(s) are set forth on Exhibit B attached hereto, such Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in trademarks), the form attached hereto as Exhibit AAssignment for Security (patents), the Collateral Assignment for Security (Patentscopyrights) in the form forms attached hereto as Exhibit B Exhibits C, D and E respectively. With respect to any Trademark License, Patent License or Copyright License, each such license will set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there will be no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby or the Collateral Assignment for Security (Copyrights) rights of the Grantors or any of their Affiliates in the form attached hereto as Exhibit C. The respect thereof. Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarksits trademarks, Patents patents and Copyrights copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks such trademarks on each applicable trademark class of goods in order to so maintain the Trademarks such trademarks in full force free from any claim of abandonment for non-use, and employing all of its trademarks and patents with appropriate notice of registration, and the Grantor Grantors will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent trademark or Copyright copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor Grantors shall not have no any obligation to use or to maintain any Trademarktrademark, Patent patent or Copyright copyright (A) that relates solely to any product or work that has been, or is in the process of being, assigned, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademarktrademark, Patent patent or Copyright, as the case may be, copyright that may be abandoned or otherwise become invalid, so long as such replacement Trademarktrademark, Patent patent or Copyright, as the case may be, copyright is subject to the security interest purported to be Lien created by this Agreement, or (C) that is substantially the same as another Trademarktrademark or copyright, Patent as the case may be, or Copyright patent that is in full force, so long as such other Trademark, Patent trademark or Copyrightcopyright, as the case may be, or patent is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor Grantors will cause to be taken all necessary steps in any proceeding before the USPTO and the United States Patent Copyright Office to prosecute and Trademark Office maintain each application and registration of the trademarks, patents and the Unitedcopyrights (other than those trademarks, patents or copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any such trademark, patent or copyright of the Grantors is infringed, misappropriated or diluted in any material respect by a third party, the Grantors shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify Lender and (y) to the extent that the Grantors shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantors shall deem appropriate under the circumstances to protect such trademark, patent or copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the each Grantor has duly executed and delivered the Collateral Assignment for Grant of Security Interest (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the no Grantor will not (and will not nor permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor Grantors shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks, Patents and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of maintenance fees, filing fees, taxes or other governmental fees. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted or otherwise violated in any material respect by a third party, the Grantors shall (x) upon learning of such infringement, misappropriation or dilution or other violation, promptly notify the Agent and (y) to the extent the Grantors shall reasonably deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution or other violation, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution or other violation, or take such other actions as the Grantors shall reasonably deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. Each Grantor shall furnish to the Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than quarterly) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Agent may reasonably request, all in reasonable detail and promptly upon request of the Agent, following receipt by the Agent of any such statements, schedules or reports, the Grantors shall modify this Agreement by amending Schedules II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright, as the case may be, which becomes part of the Collateral under this Agreement and shall execute and authenticate such documents and do such acts as shall be necessary or, in the judgment of the Agent, desirable to subject such Trademarks, Patents or Copyrights to the Lien created by this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted or otherwise violated in any material respect by a third party, the Grantor will take such action as the Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-usenose, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default -------- ------- has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent trademark or copyright substantially similar to the Trademark, Patent Trademark or Copyright, as the case may be, ,that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent Trademark or Copyright, as the case may be, be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another TrademarkTrademark or Copyright, Patent or Copyright as the case may be, that is in full force, so long as such other Trademark, Patent Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default -------- ------- has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent trademark or copyright substantially similar to the Trademark, Patent Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent Trademark or Copyright, as the case may be, be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another TrademarkTrademark or Copyright, Patent or Copyright as the case may be, that is in full force, so long as such other Trademark, Patent Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending Schedules II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or and the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action reasonably necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-useuse , and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent Trademark or Copyright may become invalidated; provided, however, that so long as no Event of Default has -------- ------- occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent trademark or copyright substantially similar to the Trademark, Patent Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent Trademark or Copyright, as the case may be, be is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another TrademarkTrademark or Copyright, Patent or Copyright as the case may be, that is in full force, so long as such other Trademark, Patent Trademark or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks and Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of taxes. If any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor shall (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Collateral Agent and (y) to the extent the Grantor shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as the Grantor shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright. The Grantor shall furnish to the Collateral Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Collateral Agent may reasonably request, all in reasonable detail and promptly upon request of the Collateral Agent, following receipt by the Collateral Agent of any such statements, schedules or reports, the Grantor shall modify this Agreement by amending SCHEDULES II, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default the Grantor may not abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Collateral Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, the Grantor will take such action as the Collateral Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.

Trademarks, Patents and Copyrights. (a) Except as set forth on Section 3.21(a) of the Company Disclosure Letter, or to the extent the inaccuracy of any of the following, individually or in the aggregate, would not have a Company Material Adverse Effect, (i) If applicablethe Company and the Company Subsidiaries own all right, the Grantor has duly executed title and delivered the Collateral Assignment for Security (Trademarks) interest in the form attached hereto as Exhibit Aand to, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) willhave a valid and enforceable license to use, all trademarks, service marks, logos, trade dress, product configurations, corporate names, trade names and other indications of origin, and will cause each licensee thereof tothe goodwill of the business connected therewith and symbolized thereby, take patents, registered designs, copyrights, computer software and databases, domain names, Internet Web sites (and all action necessary intellectual property and proprietary rights used in connection therewith or incorporated therein), inventions, trade secrets, know-how, business methods and all other proprietary and intellectual property rights and information, including all grants, registrations and applications relating to maintain all of the Trademarksforegoing (collectively, Patents the "Intellectual Property") used or held for use in connection with their respective business as currently conducted or as contemplated to be conducted (such Intellectual Property owned by or licensed to the Company and Copyrights in full force and effectthe Company Subsidiaries, includingcollectively, without limitationthe "Company Intellectual Property"); (ii) neither the Company nor any Company Subsidiary has received a demand, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free claim, notice or inquiry from any claim Person that challenges or threatens to challenge the validity of, or the rights of abandonment for non-usethe Company or such Company Subsidiary in, any Company Intellectual Property, and the Grantor will Company knows of no basis for any such challenge; (iii) the Company and the Company Subsidiaries are not violating or infringing, and have not violated or infringed, any Intellectual Property of any other Person in such a way that would have a Company Material Adverse Effect; (iv) to the Knowledge of the Company, no Person is infringing any Company Intellectual Property; (v) the Company and will the Company Subsidiaries are not permit under any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to pay royalties or other payments in connection with any agreement granting the Company or any Company Subsidiary the right to use the software or to maintain any Trademarkother Intellectual Property of any third party, Patent nor does any such agreement prohibit the Company or Copyright Company Subsidiary from assigning its rights thereunder (Aincluding by operation of law) that relates solely to or contain any product "change of control" restriction, nor will the Company or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyrightany Company Subsidiary be, as a result of the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by transactions contemplated in this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject breach of any agreement relating to the Lien Company Intellectual Property; and security interest created by this Agreement(vi) no present or former employee, officer, trustee or director of the Company or any Company Subsidiary, or (D) that is not necessary for the operation any agent or outside contractor of the Grantor's business and is discontinued Company or disposed of any Company Subsidiary, holds any right, title or interest, directly or indirectly, in the ordinary course of business. The Grantor will cause whole or in part, in or to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedCompany Intellectual Property.

Trademarks, Patents and Copyrights. (i) If applicableExcept as set forth in Section 5.02 of the Revolving Credit Agreement, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The each Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the all proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods or services in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Copyright or Patent or Copyright may become invalidated; providedPROVIDED, howeverHOWEVER, that so long as no Event of Default has occurred and is continuing, the no Grantor shall have no an obligation to use or to maintain any Trademark, Patent Trademark or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent trademark or copyright substantially similar to the Trademark, Patent Trademark or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent Trademark or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, or (C) that is substantially the same as another TrademarkTrademark or Copyright, Patent or Copyright as the case may be, that is in full force, so long as such other Trademark, Patent Trademark or Copyright, as the case may be, is subject to the Lien lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Each Grantor will cause to be be, taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the UnitedUnited States Copyright Office to maintain each registration of the Trademarks, the Patents and the Copyrights (other than those Trademarks, Patents or Copyrights described in the proviso to the immediately preceding sentence), including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and payment of all requisite fees and taxes. Each Grantor shall, if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, (x) upon learning of such infringement, misappropriation or dilution, promptly notify the Agent and (y) to the extent it shall deem appropriate under the circumstances, promptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution, or take such other actions as it deems appropriate under the circumstances to protect such Trademark, Patent or Copyright. Each Grantor shall furnish to the Agent from time to time (but, unless an Event of Default has occurred and is continuing, no more frequently than annually) statements and schedules further identifying and describing the Patents, the Trademarks and the Copyrights and such other reports in connection with the Patents, the Trademarks and the Copyrights as the Agent may reasonably request, all in reasonable detail and promptly upon request of the Agent; following receipt by the Agent of any such statements, schedules or reports, the Grantors shall modify this Agreement by amending Schedules II or, III or IV hereto, as the case may be, to include any Patent, Trademark or Copyright which becomes part of the Collateral under this Agreement. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, no Grantor may abandon or otherwise permit a Trademark, Patent or Copyright to become invalid without the prior written consent of the Agent, and if any Trademark, Patent or Copyright is infringed, misappropriated or diluted in any material respect by a third party, each Grantor will take such action as the Agent shall deem appropriate under the circumstances to protect such Trademark, Patent or Copyright.