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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of business; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. Borrower shallshall use commercially reasonable efforts to: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of that is material to its business; (b) promptly advise Bank in writing of known or suspected material infringements of its intellectual property; and (c) not allow any intellectual property owned by Borrower and material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property in good faith and that (individually or in the ordinary course of businessaggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its intellectual propertyMaterial Intellectual Property; and (c) not allow any intellectual property material to Borrower’s business Material Intellectual Property to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains hereby represents and warrants that, as of the Effective Date, Borrower does not own any patentmaskworks, registered trademark or servicemark, registered copyright, registered mask workcomputer software, or any pending other copyrights of Borrower that are registered (or the subject of an application for any of the foregoing, whether as owner, licensee or otherwise, or (iiregistration) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 OfficeOffice (collectively, the “Registered Copyrights”). Borrower shallwill NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower: (x) provide provides Bank with at least fifteen (15) days prior written notice of Borrower’s its 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 executes and delivers a security agreement and or such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect maintain the perfection and maintain a first priority perfected of Bank’s 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 records such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies a copy of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, application(s) actually filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect maintain the perfection and maintain a first priority perfected of its security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such propertyfiling, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property where the failure to do so would result in good faith and in the ordinary course of businessa Material Adverse Change; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consentconsent where such abandonment, forfeiture or dedication would have a Material Adverse Change. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the its next Compliance Certificate notify Bank thereof 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 fifteen (15) days days’ prior written notice (which may be in the form of a Compliance Certificate) 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property that is material to the conduct of Borrower’s business (other than such Intellectual Property that Borrower licenses from a third party) in good faith and in the ordinary course of business; (b) promptly advise Bank in writing of material infringements of its intellectual propertyproperty that is material to the conduct of Borrower’s business (other than such Intellectual Property that Borrower licenses from a third party); and (c) not allow any intellectual property material to Borrower’s business (other than such Intellectual Property that Borrower licenses from a third party) to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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, subject to Permitted Liens. If Borrower decides to register any copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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, subject to Permitted Liens; 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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, subject to Permitted Liens.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ai) protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and in the ordinary course of businessproperty; (bii) promptly advise Bank in writing of material infringements of its intellectual property; and (ciii) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (iA) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with 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 or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance CertificateUpon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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. Provide written notice to Bank within thirty (30) 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 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: Each Credit Party shall (a) exercise commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank Lender in writing of any known material infringements of its intellectual property; property that is owned by such Credit Party and material to its business and (c) exercise commercially reasonable efforts to not allow permit any such intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankLender’s prior written consent, which consent shall not be unreasonably withheld or delayed. If Borrower a Credit Party (i) obtains becomes the owner of any patent, registered trademark or servicemark, 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 or servicemark, then Borrower such Credit Party shall promptly provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Bank Lender shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Lender in such property. If Borrower any Credit Party decides to register any copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Lender with at least fifteen ten (1510) days prior written notice of Borrowersuch Credit Party’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 Lender may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Lender 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank Lender copies of all applications that it any Credit Party files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Lender to perfect and maintain a first priority perfected security interest in such property.

Protection and Registration of Intellectual Property Rights. Borrower Grantor shall: (a) protect, defend and maintain the validity and enforceability of its the intellectual property in good faith and in the ordinary course of owned by it that is material to its business; (b) promptly advise Bank the Collateral Agent in writing of material infringements of its such intellectual property; and (c) not allow any such intellectual property material to BorrowerGrantor’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s written consent. If Borrower Grantor (i) obtains ownership of any patent, registered trademark or servicemark, 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 or servicemark, then Borrower Grantor shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 propertyCollateral Agent. If Borrower Grantor decides to register any copyrights or mask works in the United States Copyright Office, Borrower Grantor shall: (x) provide Bank the Collateral Agent with at least fifteen (15) days prior written notice of Borrower’s its 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 or such other documents and take such other actions as Bank the Collateral Agent may reasonably request in its good faith business judgment to perfect maintain the perfection and maintain a first priority perfected of the Collateral Agent’s 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. On Grantor shall promptly provide to the Collateral Agent a quarterly basis, to be delivered copy of the application(s) filed with the delivery of the Compliance Certificate, Borrower shall provide to Bank copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank the Collateral Agent to perfect maintain the perfection and maintain a first priority perfected of its security interest in such propertycopyrights or mask works. Grantor shall provide written notice to the Collateral Agent of any application filed by Grantor in the United States Patent and Trademark Office for a patent or to register a trademark or service xxxx within 30 days after any such filing.

Protection and Registration of Intellectual Property Rights. Each Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s 's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consent. If a Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then such Borrower shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 a Borrower decides to register any copyrights or mask works in the United States Copyright Office, such Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of such Borrower’s '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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect(i) Protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessIntellectual Property; (bii) promptly advise Bank in writing of material infringements of its intellectual propertyIntellectual Property; and (ciii) 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 (i) obtains any patentPatent, registered trademark or servicemarkTrademark, 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 trademark or servicemarkTrademark, then Borrower shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents Patents or for the registration of trademarksTrademarks, servicemarks, copyrights 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.. 12 ny-1693906

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with 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 or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance CertificateUpon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ai) protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and in the ordinary course of businessproperty; (bii) promptly advise Bank in writing of material infringements of its intellectual property; and (ciii) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (iA) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with 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 or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance CertificateUpon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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. Provide written notice to Bank within thirty (30) 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 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.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessIntellectual Property; (b) promptly advise Bank in writing of material infringements of its intellectual propertymaterial Intellectual Property; and (c) not allow any intellectual property Intellectual Property material to Borrower’s 's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consent. If Borrower consent (i) obtains any patentwhich consent shall not be unreasonable withheld if no Event of Default has occurred and is continuing or would result from such abandonment, registered trademark or servicemark, registered copyright, registered mask workforfeiture, or dedication to the public). Concurrently herewith, Borrower shall execute and deliver to Bank the IP Security Agreement. Exhibit A attached to the IP Security Agreement identifies, as of the Effective Date, any pending and all of Borrower's maskworks, computer software, or other copyrights of Borrower that are registered (or the subject of an application for any of the foregoing, whether as owner, licensee or otherwise, or (iiregistration) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 OfficeOffice (collectively, the "Existing Registered Copyrights"). Except for the Existing Copyright Registrations, Borrower shallwill NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower's maskworks, computer software, or other copyrights, unless Borrower: (x) provide provides Bank with at least fifteen (15) days prior written notice of Borrower’s its 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 executes an intellectual property security agreement and or such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect maintain the perfection and maintain a first priority perfected of Bank's 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies a copy of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, application(s) filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect maintain the perfection and maintain a first priority perfected of its security interest in such propertycopyrights or mask works. Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent or to register a trademark or service xxxx within 30 days after any such filing.

Protection and Registration of Intellectual Property Rights. Borrower shall: (ai) protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and in the ordinary course of businessproperty; (bii) promptly advise Bank in writing of material infringements of its intellectual property; and (ciii) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (iA) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (iiB) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with 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 or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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. On a quarterly basis, to be delivered with the delivery of the Compliance CertificateUpon Bank’s request, Borrower shall promptly provide to Bank copies of all applications that it files for patents or for the registration of trademarks, 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. Provide written notice to Bank within thirty (30) 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 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. 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 at all times subject to the rights, title and interest granted to SEN Corporation under the SEN License, and no exercise of remedies by Bank under the Loan Documents, and no enforcement of Bank’s rights with respect to 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. Borrower shallshall : (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and except where Borrower in the ordinary course exercise of businessits prudent business judgment deems it in its reasonable best interest not to do so; (b) promptly advise Bank Agent in writing of material infringements of its intellectual propertyIntellectual Property promptly after Borrower learns of any such infringements; and (c) not allow any intellectual property of Borrower’s Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s written consent. If Borrower (i) obtains any patentPatent, registered trademark or servicemarkTrademark, 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 trademark or servicemarkTrademark, then Borrower shall immediately provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate Agent and Lenders and shall execute such intellectual property security agreements and other documents and take such other actions as Bank Agent and Lenders shall request in its their good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Agent and Lenders 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 Agent and Lenders with at least fifteen (15) 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 Agent and Lenders may request in its their good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Lenders 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank Agent and Lenders copies of all applications that it files for patents Patents or for the registration of trademarksTrademarks, servicemarks, copyrights Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Agent and Lenders to perfect and maintain a first priority perfected security interest in such property. Borrower shall provide written notice to Agent and Lenders within thirty (30) 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 Agent and Lenders request 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 Lenders 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) Agent and Lenders to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lenders’ rights and remedies under this Agreement and the other Loan Documents.” 6 The Loan Agreement shall be amended by deleting the following appearing as Section 7.5 thereof:

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank Pledgors in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s Pledgors’ written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall promptly provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate Pledgors and shall execute such intellectual property security agreements and other documents and take such other actions as Bank Pledgors shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Pledgors in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank Pledgors with at least fifteen (15) 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 Pledgors may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank Pledgors 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank Pledgors copies of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Pledgors to perfect and maintain a first priority perfected security interest in such property. Each Borrower shall execute and deliver to Pledgors concurrently with this Agreement an Intellectual Property Security Agreement in substantially the form of the SVB IP Agreement given by each such Borrower to SVB.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (a) except as may be reasonably determined to be appropriate by Borrower in the ordinary course of business, protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessIntellectual Property; (b) promptly advise Bank in writing of material infringements of its intellectual propertyIntellectual Property; and (c) 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. If Borrower (i) obtains any patentPatent, registered trademark Trademark 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 trademark Trademark or servicemark, in the case of (i) or (ii) that is not included in the IP Agreement, then Borrower shall promptly provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 (which will be effective as provided herein) in favor of Bank in such property. If Borrower decides to register any copyrights Copyrights or mask works in the United States Copyright Office, that are not included in the IP Agreement, then Borrower shallshall (a) prior to an IP Lien Event, concurrently provide written notice thereof to Bank and update all Exhibits to the IP Agreement, and (b) following the occurrence of an IP Lien Event: (x) provide Bank with at least fifteen (15) 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 promptly after with filing the copyright Copyright or mask work application(s) with the United States Copyright Office. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies of all applications that it files for patents Patents or for the registration of trademarksTrademarks, servicemarks, copyrights 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.

Protection and Registration of Intellectual Property Rights. Borrower Debtor shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property in good faith and in the ordinary course of businessIntellectual Property; (b) promptly advise Bank in writing of known material infringements of its intellectual propertyIntellectual Property; and (c) 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. If Borrower (i) obtains Debtor hereby represents and warrants that, as of the Effective Date, Debtor does not own any patentmaskworks, registered trademark or servicemark, registered copyright, registered mask workcomputer software, or any pending other copyrights of Debtor that are registered (or the subject of an application for any of the foregoing, whether as owner, licensee or otherwise, or (iiregistration) applies for any patent or the registration of any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 OfficeOffice (collectively, Borrower shallthe “Registered Copyrights”). Debtor will NOT register with the United States Copyright Office (or apply for such registration of) any of Debtor’s maskworks, computer software, or other copyrights, unless Debtor: (x) provide provides Bank with at least fifteen (15) days prior written notice of Borrower’s its 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 executes and delivers a security agreement and or such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect maintain the perfection and maintain a first priority perfected of Bank’s 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 records 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. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower Debtor shall promptly provide to Bank copies a copy of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, application(s) actually filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect maintain the perfection and maintain a first priority perfected of its security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Debtor hereby represents and warrants that, as of the Effective Date, Debtor does not own any patents and trademarks of Debtor that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Debtor shall provide written notice to Bank of any application filed by Debtor in the United States Patent and Trademark Office for a patent or to register a trademark or service xxxx within 30 days after any such propertyfiling, and, upon the request of Bank, Debtor shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents and/or trademarks of Debtor that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Debtor’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of its material intellectual property in good faith and in the ordinary course of businessproperty; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower (i) obtains any patent, registered trademark or servicemark, 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 or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis to be delivered with the delivery of the Compliance Certificate 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 Guarantor decides to register any copyrights or mask works in the United States Copyright Office, Borrower shall, and shall cause such Guarantor to: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s its 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 IP Security Agreement or such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect maintain the perfection and maintain a first priority perfected of Bank’s 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 IP Security Agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. On a quarterly basis, to be delivered with the delivery of the Compliance Certificate, Borrower shall promptly provide to Bank copies a copy of all applications that it files for patents or for the registration of trademarks, servicemarks, copyrights or mask works, application(s) filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement IP Security Agreement necessary for Bank to perfect maintain the perfection and maintain a first priority perfected of its security interest in such propertycopyrights or mask works. Borrower shall provide written notice to Bank of any application filed by Borrower or any Guarantor in the United States Patent and Trademark Office for a patent or to register a trademark or service xxxx within 30 days after any such filing. Borrower shall provide written notice to Bank within ten (10) days of Borrower or any Guarantor entering into or becoming bound by any material license or agreement that prohibits or otherwise restricts Borrower or any Guarantor from granting a security interest in Borrower’s or Guarantor’s interest in such license or agreement (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 all such licenses or contract rights 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 license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank, if Bank determines that is necessary in its good faith judgment), whether now existing or entered into in the future; provided, however, that the failure of Borrower to obtain such consent or waiver after taking commercially reasonable steps to do so shall not constitute an Event of Default hereunder.