United States Patent Uses in Maintenance of Registration Clause

Maintenance of Registration from Security Agreement

This Security Agreement, dated as of March 13, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this Agreement), made by the Guarantors from time to time party hereto by execution of this Agreement or otherwise by execution of a Joinder Agreement (the Guarantors) and KCG Holdings, Inc., a Delaware corporation (the Issuer), as pledgors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the Pledgors, and each, a Pledgor), in favor of The Bank of New York Mellon, in its capacities as Trustee and as collateral agent (together with any successor thereto, the Collateral Agent for the benefit of the Notes Secured Parties (as defined in the Indenture referred to below).

Maintenance of Registration. Each Pledgor shall, at its own expense, diligently process all documents reasonably required to maintain all registrations and applications for registration of its material Intellectual Property, including but not limited to (i) the prompt filing of affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its material registered Trademarks, (ii) the timely payment of all fees and disbursements in connection therewith as well as any post-issuance fees due in connection with material Patents, and (iii) refraining from the abandonment of any filing of affidavit of use or any application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent (other than with respect to registrations and applications deemed by such Pledgor in its reasonable business judgment to be no longer prudent to pursue). At its own expense, each Pledgor shall diligently prosecute all applications for registrations of material Intellectual Property listed on Schedule 13(a) to the Perfection Certificate, in each case for such Pledgor, and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies, absent written consent of the Collateral Agent except as otherwise permitted in this Section 6.3.

Maintenance of Registration from Second Lien Guarantee and Collateral Agreement

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Wilmington Trust, National Association, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Loan Agreement (each as defined below), as applicable.

Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office and any applicable domain name registrar for all of its registered Marks and/or Domain Names that are material to the operation of its business, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent (other than with respect to registrations and applications deemed by such Assignor in its reasonable business judgment to be no longer prudent to pursue).

Maintenance of Registration from First Lien Guarantee and Collateral Agreement

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Credit Agreement (each as defined below), as applicable.

Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office and any applicable domain name registrar for all of its registered Marks and/or Domain Names that are material to the operation of its business, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent (other than with respect to registrations and applications deemed by such Assignor in its reasonable business judgment to be no longer prudent to pursue).

Maintenance of Registration from Security Agreement

SECURITY AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article X hereof) have the meanings ascribed to them in the New York UCC or the Indenture (each as defined below), as applicable.

Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office and any applicable domain name registrar for all of its registered Marks and/or Domain Names that are material to the operation of its business, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies (other than with respect to registrations and applications deemed by such Assignor in its reasonable business judgment to be no longer prudent to pursue).

Maintenance of Registration from Security Agreement

SECURITY AGREEMENT, dated as of November 15, 2013, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the Assignors) in favor of Deutsche Bank AG New York Branch, as collateral agent (together with any successor collateral agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Maintenance of Registration. Except as otherwise permitted by the Credit Agreement, each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all Mark and/or Domain Name registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its material registered Marks, and shall pay all fees and disbursements in connection therewith and shall not abandon such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent, which consent shall not be unreasonably withheld (in each case, other than as such Assignor determines that the preservation or continued effectiveness thereof is no longer desirable in the conduct of the business).

Maintenance of Registration from Amended and Restated Security Agreement

AMENDED AND RESTATED SECURITY AGREEMENT, dated April 29, 2011 (as the same may be amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof, this Agreement), among each of the undersigned (each, an Debtor and, together with each other entity which becomes a party hereto pursuant to Section 10.13, collectively, the Debtors) and Bank of America, N.A., as collateral agent (the Collateral Agent), for the benefit of the Secured Parties (as defined below).

Maintenance of Registration. Each Debtor shall, at its own expense and in accordance with reasonable business practices, process all documents required to maintain Mark and Domain Name registrations, including but not limited to affidavits of continued use and applications for renewals of registration in the United States Patent and Trademark Office for all of its registered Marks pursuant to 15 U.S.C. SSSS 1058, 1059 and 1065 or any foreign equivalent thereof, as applicable, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent; provided that no Debtor shall be obligated to maintain any Mark and/or Domain Name to the extent such Debtor determines, in its reasonable business judgment, that the maintenance of such Mark and/or Domain Name is no longer economically desirable in the conduct of its business.

Maintenance of Registration from Pledge and Security Agreement

THIS PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2010, made by Affinity Group, Inc. (the Issuer) and each of the undersigned grantors (including the Issuer, each a Grantor and, together with any other entity that becomes a grantor hereunder pursuant to Section 11.13 hereof, the Grantors) in favor of The Bank of New York Mellon Trust Company, N.A., (BNYMTC) as Collateral Agent (together with any successor Collateral Agent, the Collateral Agent), for the benefit of itself and the other Secured Parties. Certain capitalized terms as used herein are defined in Article X hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Indenture shall be used herein as therein defined.

Maintenance of Registration. Each Grantor shall, at its own expense, diligently process all documents reasonably required to maintain all Mark and/or Domain Name registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office or in any foreign office that issues or registers intellectual property for all of its material registered Marks, and all filings and registrations with an appropriate Domain Name registrar, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent (acting at the written request of the Requisite Noteholders under the Indenture) (other than with respect to registrations and applications deemed by such Grantor in its reasonable business judgment to be no longer prudent to pursue).

Maintenance of Registration from U S Security Agreement

SECURITY AGREEMENT, dated as of June 16, 2010, made by each of the undersigned grantors (each, a Grantor and, together with any other entity that becomes an grantor hereunder pursuant to Section 10.12 hereof, the Grantors) in favor of Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor Collateral Agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Maintenance of Registration. Each Grantor shall, at its own expense, diligently process all documents reasonably required to maintain all Mark and/or Domain Name registrations, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its material registered Marks, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Agent, not to be unreasonably withheld (other than with respect to registrations and applications deemed by such Grantor in its reasonable business judgment to be no longer prudent to pursue).

Maintenance of Registration from Security Agreement

WHEREAS, Holdings, the Borrowers, the Lenders from time to time party thereto, the Administrative Agent, and the other agents party thereto entered into a Debtor-In-Possession Credit Agreement, dated as of December 18, 2009 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or any increase in the amount borrowed) of all or any portion of, the indebtedness under such agreement or any successor agreements, whether or not with the same agent, trustee, representative lenders or holders, the DIP Credit Agreement) providing for the making of Loans to the Borrowers, all as contemplated therein (the Lenders, the Administrative Agent, and each other Agent are hereinafter collectively referred to as the DIP Lender Creditors);

Maintenance of Registration. Each Assignor shall, at its own expense, diligently process all documents reasonably required to maintain all Mark and/or Domain Name registrations owned by such Assignor, including but not limited to affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office for all of its material registered Marks, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all reasonable administrative and judicial remedies without prior written consent of the Collateral Agent (other than with respect to any Mark and/or Domain Name registrations and applications deemed by such Assignor in its reasonable business judgment to be no longer necessary or desirable to pursue).

Maintenance of Registration from Security Agreement

provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in, and "Collateral" shall not include, any Excluded Asset.

Maintenance of Registration. At its own cost and expense, such Assignor shall diligently process all documents and take all other steps reasonably necessary to maintain all Mark and Domain Name registrations (other than any such Marks which are, in such Assignor's reasonable good faith opinion, no longer used or useful in its business or operations) included in the Collateral (and to maintain and pursue all applications for registrations of all such Marks and Domain Names), including but not limited to submitting affidavits of use and applications for renewals of registration in the United States Patent and Trademark Office (or any similar office or agency in any other country or political subdivision thereof) for all registrations and applications for Marks, and shall pay all fees and disbursements in connection therewith and shall not abandon any such filing of affidavit of use or any such application of renewal prior to the exhaustion of all administrative and judicial remedies without prior written consent of the Collateral Trustee, or as directed by an Act of Required Debtholders (other than with respect to registrations and applications which are no longer used or useful in its business or operations in any material respect). Such Assignor shall not knowingly do any act or omit to do any act that results in any of the Marks or Domain Names it owns that are material to an Assignor's business lapsing, or becoming abandoned, dedicated to the public, forfeited or unenforceable, or which would materially adversely affect the validity, grant, or enforceability of the security interest therein granted to Collateral Trustee hereunder.