Common use of Covenants and Warranties Clause in Contracts

Covenants and Warranties. Grantors represents, warrants, covenants and agrees as follows: (a) Grantors are the sole owners of the Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During the term of this IP Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement; (d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors The Company represents, warrants, covenants and agrees as follows: (ai) Grantors are Except as disclosed in the sole owners Agreement and Plan of Merger between Company and Purchaser of even date herewith (the "Merger Agreement"), Company has good and indefeasible title to the Collateral, free and clear of Liens, except for Permitted Liens. The Company is now the sole owner of the Patents and Copyrights, except for non-exclusive licenses granted by Grantors the Company to their its customers in the ordinary course of business.; (bii) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are the Company is party or by which the Company is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Agreement constitutes an assignment; (ciii) During the term of this IP Agreement, Grantors the Company will not transfer or otherwise encumber any interest in the Collateral, except for Permitted Liens and Liens that may be granted in favor of Senior Debt and except for non-exclusive licenses under Patents, Copyrights and other intellectual property rights of the Company granted by Grantors the Company in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (div) To their its knowledge, and except as disclosed in the Merger Agreement, each of the Patents is valid and enforceable, and no part of the Collateral Patents or Copyrights has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ev) Grantors The Company shall advise Noteholders deliver to Purchaser within (30) days of the last day of each calendar quarter, a report signed by the Company, in form reasonably acceptable to Purchaser, listing any applications or registrations that the Company has made, filed or acquired in respect of any subsequent ownership right patents, copyrights or trademarks and the status of the Grantors in any outstanding applications or to any Trademark or Patent specified in this IP Agreementregistrations; (fvi) Grantors The Company shall (iA) protect, defend and maintain the validity and enforceability of the Trademarks material Patents and Patents material to Grantors’ business, Copyrights (iiB) use reasonable commercial its best efforts to detect infringements of the Trademarks Patents and Patents, Copyrights and promptly advise Noteholders Purchaser in writing of material infringements detected and (iiiC) not allow any Trademarks and Patents, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersPurchaser, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.; (gvii) Grantors The Company shall take such further actions as Noteholders may reasonably request register or cause to be registered (to the extent not already registered) with the United States Copyright Office, the copyrights associated with the currently shipping versions of each of its software products whose names include the words "First Aid" within thirty (30) days of the date of this Agreement. Once each calendar quarter the Company shall register or cause to be registered with the United States Copyright Office those additional copyrights developed, authored or acquired by the Company from time to time to perfect for new releases (that is, versions of such software which offer meaningful additional features beyond mere corrections) of each then shipping version of First Aid and Uninstaller software (or continue the perfection of Noteholders’ interest in the Collateralsuccessor software products); (hviii) This IP Subject to any filings that may be required to perfect the security interests granted herein, and to Permitted Liens and Liens in favor of Senior Debt, this Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors the Company first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Purchaser a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States junior in priority only to Permitted Liens and Liens in favor of the Senior Debt, securing the payment and performance of the obligations evidenced by the NotesNote; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (jix) All information heretofore, herein or hereafter supplied to Noteholders Purchaser by or on behalf of Grantors the Company with respect to the Collateral is true accurate and correct complete in all material respects.; and (kx) Grantors Except for Permitted Liens and the granting of Liens in favor of Senior Debt, the Company shall not create, incur, assume or suffer to exist any Lien with respect to any of its property or assign or otherwise convey any right to receive income therefrom, or enter into any agreement that would materially impair or conflict with Grantors’ the Company's obligations hereunder without Noteholders’ Purchaser's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors The Company shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ the Company's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts if the Company is required, in its commercially reasonable judgment, to accept such provisions.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor has rights (as defined in the sole owners of UCC) in the Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business.Permitted Liens; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as Permitted Liens and except for transfers otherwise permitted in this IP under the Loan Agreement; (dc) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ed) Grantors Grantor shall advise Noteholders deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing (i) any applications or registrations that Grantor has made or filed in respect of any subsequent ownership right patents, copyrights or trademarks, (ii) the status of any outstanding applications or registrations and (iii) any material change in the composition of the Grantors in or to any Trademark or Patent specified in this IP AgreementCollateral; (fe) Grantors Grantor shall use reasonable commercial efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected detected, and (iii) not allow any Trademarks and Patentsmaterial Trademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without unless Grantor deems it to be in the written consent best interest of Grantor’s business; (f) Grantor shall apply for registration (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the Noteholdersdate of this Agreement; and (ii) those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product or service, which shall prior to the sale or licensing of such product or the rendering of such service to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C), except, in each case, with respect to such rights that Grantor determines in its sole but reasonable commercial judgment need not be unreasonably withheldregistered to protect its own business interests. Grantor shall, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party’s interest in the Collateral;; and (hg) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ ▇▇▇▇▇▇▇’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts, except for provisions in such material contracts as are referenced in the last paragraph of Section 1 of this Agreement.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statementsstatements and the filing of this Agreement with the Register of Copyrights, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors to their customers Grantor in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor’s or other party’s consent and this Agreement constitutes an assignment; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business business, or as otherwise permitted set forth in this IP Agreement; (d) To their knowledgethe knowledge of Grantor, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material Copyrights, to Grantors’ businessthe extent commercially reasonable, (ii) use its commercially reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on Exhibits A, B, and C hereto, within thirty (30) days of the date of this Agreement. Grantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B, and C). Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party’s interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement and the Loan Documents (as such term is defined in the Loan Agreement) upon making the filings referred to in clause (i) below; (i) To its knowledge, except Except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests created hereunder, and, except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Secured Party of their its rights and remedies thereunderhereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Grantor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts if Grantor is required, in its commercially reasonable judgment to accept such provisions; and (l) Upon any executive officer of Grantor obtaining knowledge thereof, Grantor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any of the Collateral, the ability of Grantor to dispose of any Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors 6.1 Airco represents, warrants, covenants warrants and agrees as followscovenants: (a) Grantors are It is a corporation duly organized, validly existing and in good standing under the sole owners laws of the Collateral, except for licenses granted by Grantors to their customers in the ordinary course State of business.Delaware; (b) Performance of It has the corporate power and authority to enter into this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound.Agreement; (c) During the term The making, execution and performance of this IP AgreementAgreement by Airco has been duly authorized by all necessary corporate action, Grantors this Agreement has been duly executed and delivered by Airco and this Agreement constitutes the valid and binding obligation of Airco, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally, including, without limitation, fraudulent conveyance laws, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, whether considered in a proceeding in equity or at law; and (d) It will not transfer or otherwise encumber any interest comply in all material respects with all applicable governmental laws and regulations in the Collateralperformance of the Services hereunder. 6.2 Groundco represents, except for licenses granted by Grantors warrants and covenants: (a) It is a corporation duly organized, validly existing and in good standing under the ordinary course laws of business or as otherwise permitted in the State of Delaware; (b) It has the corporate power and authority to enter into this IP Agreement; (dc) To their knowledgeThe making, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment execution and performance of this Agreement by Groundco has been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by Groundco and this Agreement constitutes the obligations evidenced valid and binding obligation of Groundco, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally, including, without limitation, fraudulent conveyance laws, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the Notes;possible unavailability of specific performance or injunctive relief, whether considered in a proceeding in equity or at law; and (id) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct It will comply in all material respectsrespects with all applicable governmental laws and regulations in the performance of its obligations hereunder. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are the sole owners of the Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is a party or by which Grantor is bound. (c) During , or require the term of this IP Agreement, Grantors will not transfer consent or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement; (d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights approval of any third party; (eb) Grantors Grantor shall promptly advise Noteholders Lender of any material changes in the composition of the Intellectual Property Collateral, including, without limitation, any subsequent ownership right of the Grantors Grantor in or to any Trademark or Patent Intellectual Property not specified in this IP Agreement; (fc) Grantors shall Grantor shall: (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, Intellectual Property; (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Patents, Intellectual Property and promptly advise Noteholders Lender in writing of material infringements detected detected; and (iii) not allow any Trademarks and Patents, material to Grantors’ business of its Intellectual Property to be abandoned, forfeited or dedicated to the public without public, if the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest same could result in the Collaterala Material Adverse Effect on Grantor; (hd) This IP Subject only to Liens granted in favor of Silicon Valley Bank in connection with the SVB Loan Agreement, this Agreement creates, and in the case of after after-acquired Collateral this IP Agreement Intellectual Property Collateral, will create, create at the time Grantors Grantor first has rights in such after after-acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing upon making the payment and performance of the obligations evidenced by the Notesfilings referred to in Section 4(e) below; (ie) To its knowledge, except Except for, and upon, the filing filings with, as applicable, (i) the United States Patent and Trademark Office, (ii) the Register of Copyrights and (iii) the UCC financing statementsDivision of the applicable office of the Secretary of State, and except as has been already made or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunderobtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body Governmental Body is required either for (a1) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the perfection of such security interest; (2) the execution, delivery or performance of this IP Agreement by Grantors in the U.S. Grantor; or (b3) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunderhereunder; (jf) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true true, correct and correct complete in all material respects.; (kg) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheldhereunder. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Intellectual Property Collateral acquired under any such contractscontract; and (h) Upon any officer of Grantor obtaining knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially and adversely affects the value of any Intellectual Property Collateral, the ability of Grantor to dispose of any Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, as long as a current consent and waiver is in effect from Innovacyn, Inc. pursuant to Section 4.1(g) of the Loan and Security Agreement,except for licenses granted by Grantors to their customers in the ordinary course of business.Permitted Liens; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP AgreementPermitted Liens; (dc) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ed) Grantors Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (fe) Grantors Grantor shall use reasonable commercial efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights (ii) use reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and Patentsmaterial Trademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which consent shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.; (gf) Grantors Grantor shall apply for registration on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement; and (ii) those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product or service, prior to the sale or licensing of such product or the rendering of such service to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C), except with respect to such rights that Grantor determines in its sole but reasonable commercial judgment need not be registered to protect its own business interests. Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party’s interest in the Collateral;. Grantor shall give Secured Party notice of all such applications or registrations; and (hg) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business. (b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Assignor, in which Assignor has an interest, or which are used in Assignor’s business. (c) Each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) All of Assignor’s present and future software, computer programs and other works of authorship subject to United States copyright protection, the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, “Receivables”), have been and shall be registered with the United States Copyright Office prior to the date Assignor requests or accepts any loan from Assignee with respect to such Receivables and prior to the date Assignor includes any such Receivables in any accounts receivable aging, borrowing base report or certificate or other similar report provided to Assignee, and Assignor shall provide to Assignee copies of all such registrations promptly upon the receipt of the same. (e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor’s or other party’s consent and this Assignment constitutes an assignment. (cg) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (dh) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ei) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (fj) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, withheld unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (gk) Grantors Assignor shall promptly register the most recent version of any of Assignor’s Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee’s interest in the Collateral; (hl) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (m) below; (im) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder; (jn) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (ko) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor’s obligations hereunder without Noteholders’ Assignee’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor’s rights and interest in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (p) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any material Collateral, the ability of Assignor to dispose of any material Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall promptly register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesPurchase Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. Lender recognizes that some of the Intellectual Property Collateral is being acquired by Grantor pursuant to provisions of the Asset Purchase Agreement dated as of September 1, 2005 between Comdial Corporation and Vertical Communications Acquisition Corp. and that as of the date of this IP Agreement, record ownership for such acquired Intellectual Property Collateral has not been transferred to Grantor. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the any Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and and, except for disputes in the ordinary course of business where an adverse ruling would not have a material adverse effect to Grantor, no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Lender of any material adverse change in the composition of the Collateral, including but not limited to, any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that failure to protect, defend or maintain or abandonment is appropriate.; (g) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; and (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants covenants, and agrees as follows: (a) Grantors are This Agreement creates, and in the sole owners case of any After-Acquired Intellectual Property (as defined in Section 4(f), below), will create, at the time Grantor first has rights in such After-Acquired Intellectual Property, in favor of Lender, in each case, a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the Obligations evidenced in the Loan Documents. (b) Grantor is now an owner of the Intellectual Property Collateral, free and clear of any and all liens, assignments, prior security interests, or otherwise, except for non-exclusive licenses granted by Grantors Grantor to their Debtor’s customers in the ordinary course of business, and has full power and authority to grant a first-priority security interest in the Intellectual Property Collateral to Lender hereunder, without the consent of any other person or entity. (bc) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is a party or otherwise bound. Grantor shall remain liable to perform all obligations under the terms of any contract, agreement, or instrument relating to the Intellectual Property Collateral (in whole or in part), and Grantor agrees to indemnify and hold harmless Lender from and against any and all liability for such performance or failure to perform. (cd) During the term of this IP Agreement, Grantors Grantor will not not: (1) transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of Debtor’s business or as otherwise permitted by this Agreement; (2) divest herself of any right under, in, or to the Intellectual Property Collateral except as permitted herein, absent prior written approval of the Lender; or (3) enter into any agreement that would materially impair or conflict with Grantor’s obligations under this Agreement without Lender’s express written consent, which consent will not be unreasonably withheld. Notwithstanding anything to the contrary herein, nothing in this IP Agreement;Agreement prevents Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate, or be put into the public domain, any Intellectual Property Collateral if Grantor determines in her reasonable business judgment that such discontinuance is desirable in the conduct of her or Debtor’s business. (de) To their the best of Grantor’s knowledge, each of the Patents Trademarks, Patents, and Copyrights is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party;. (ef) Grantors Grantor shall advise Noteholders Lender of any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, or Patent specified Copyright arising after the date of this Agreement (“After-Acquired Intellectual Property”). Grantor agrees that, should she obtain an ownership or other interest in After-Acquired Intellectual Property: (1) the provisions of this IP Agreement shall automatically apply thereto; and (2) any such After-Acquired Intellectual Property shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement;. (fg) Grantors shall Grantor shall, at her own expense: (i1) protect, defend defend, and maintain the validity and enforceability of the Trademarks, Patents, and Copyrights, including, but not limited to, timely filing and paying all maintenance fees for Patents and all renewal fees for Trademarks and Patents material to Grantors’ business, and/or Copyrights; (ii2) use reasonable commercial efforts to detect infringements of the Trademarks and Trademarks, Patents, or Copyrights and promptly advise Noteholders Lender in writing of material infringements detected detected; and (iii3) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or forfeited, dedicated to the public or placed into the public domain, or otherwise become invalid or unenforceable, without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (gh) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s security interest in the Intellectual Property Collateral; (h) This IP Agreement creates, including, but not limited to, the payment of any fees and/or taxes required in connection with the granting of the security interest in the Intellectual Property Collateral to Lender, and the filing of any financing statements or other documents in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes;connection herewith or therewith. (i) To its Grantor’s knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval approval, or other action by, and no notice to or filing with, any U.S. United States governmental authority or U.S. United States regulatory body is required either either: (a1) for the grant by Grantors Grantor of the security interest granted herebyunder this Agreement, or for the execution, delivery delivery, or performance of this IP Agreement by Grantors Grantor in the U.S. United States; or (b2) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder;under this Agreement. (j) All information heretofore, herein herein, or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true and correct in all material respects. (k) Grantors shall not enter into Grantor will promptly notify Lender in writing of: (1) any agreement event that would materially adversely affects the value of the Intellectual Property Collateral; (2) any event that adversely affects the ability of Grantor to dispose of any material Intellectual Property Collateral; (3) any event that materially adversely affects the rights and remedies of Lender in relation to the Intellectual Property Collateral; and (4) any threatened or filed legal, equitable, or administrative claims or proceedings that are reasonably likely to affect or impair any of the rights of the Lender under this Agreement or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under in the Notes, Grantors shall not permit the inclusion Intellectual Property Collateral in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights respect. (l) Grantor, at her sole cost and interest in any property included within the definition expense, will protect and defend this Agreement, all of the rights of the Lender hereunder, and the Intellectual Property Collateral acquired under such contractsagainst the claims and demands of all other persons or entities.

Covenants and Warranties. Grantors Each Assignor represents, warrants, ------------------------ covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the its Collateral, except for non-exclusive licenses granted by Grantors Assignor to their customers its Customers in the ordinary course of business. (b) Listed on Exhibits A-1 and A-2 are all material Copyrights owned by Assignor, in which Assignor has an interest (excluding off-the-shelf licensed software and databases), or which are used in Assignor's business. Listed on Exhibit A-3 are all material Licenses pursuant to which Assignor has a right to use the Collateral, in which Assignor has an interest (excluding off-the-shelf licensed software and databases), or which are used in Assignor's business. Listed on Exhibit B are all material Patents owned by Assignor, in which Assignor has an interest, or which are licensed to Assignor for use in Assignor's business. Listed on Exhibit C are all material Trademarks owned by Assignor, in which Assignor has an interest, or which are used in Assignor's business. (c) Each employee, agent and/or independent contractor of Assignor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) If required by Assignee after the occurrence of a Security Event, all of Assignor's present and future Collateral (including, without limitation, software, computer programs and other works of authorship) subject or entitled to United States copyright, patent or trademark protection, the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, "Receivables"), shall be registered with the United States ----------- Copyright Office or the United States Patent and Trademark Office, as applicable, and Assignor shall provide to Assignee copies of all such registrations promptly upon the receipt of the same. (e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the disclosure of information or the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment or requires such disclosure. (cg) During the term of this IP AgreementAssignment, Grantors without the prior written consent of Assignee, Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement;Assignment. (dh) To their knowledge, each Each part of the Patents Collateral is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party;. (ei) Grantors Assignor shall promptly advise Noteholders Assignee of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark material Trademark, Patent or Patent Copyright not specified in this IP Agreement;Assignment. (fj) Grantors Assignor shall (i1) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material Copyrights, subject to Grantors’ businessAssignor's reasonable business judgment as to the value of the Trademark, Patent or Copyright, and the cost of such defense, (ii2) use commercially reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected detected, and (iii3) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (gk) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, Trademarks or Patents, if not so already registered, that are material to Assignor's business, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral;. (hl) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by Obligations upon making the Notes;filings referred to in clause (m) below. (im) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a1) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (b2) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder;. (jn) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (ko) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts. (p) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any material Collateral, the ability of Assignor to dispose of any material Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for Permitted Liens and non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for Permitted Liens and non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted in the Loan Agreement or this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall advise Noteholders Lender of any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement together with the monthly Compliance Certificate delivered pursuant to the Loan Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents Mask Works material to Grantors’ Grantor’s business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, Copyrights, or Mask Works material to Grantors’ Grantor’s business to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantors Grantor first has rights in such after acquired Intellectual Property Collateral and Noteholders have Lender has taken all actions required for perfection, in favor of NoteholdersLender, subject to Permitted Liens that are permitted to have superior priority over Bank’s security interest, in each case, a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true and correct in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the NotesLoan Agreement, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts. (1) Together with the monthly Compliance Certificate delivered pursuant to the Loan Agreement, Grantor will notify Lender in writing of any event that materially adversely affects the value of the Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants -------------------------- and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take not register any Copyrights or Mask Works with the United States Copyright Office unless it: (i) has given at least fifteen (15) days' prior notice to Bank of its intent to register such further actions Copyrights or Mask Works and has provided Bank with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as Noteholders Bank may reasonably request from time in order to time to perfect or continue maintain the perfection and priority of Noteholders’ Bank's security interest in the CollateralCopyrights proposed to b e registered with the United States Copyright Office; and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office. Grantor shall promptly provide to Bank a copy of the Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask Works. Grantor shall provide written notice to Bank of any application filed by Grantor in the United States Patent Trademark Office for a patent or to register a trademark or service mark within 30 day▇ ▇f any such filing; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesPurchase Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for (i) non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or business, (ii) as otherwise permitted set forth in this IP Agreement, and (ii) Permitted Liens; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Lender of any material adverse change in the composition of the Intellectual Property Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use all commercially reasonable commercial efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesObligations; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any material agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such material contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral as a whole, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors representsrepresent, warrantswarrant, covenants covenant and agrees agree as follows: (a) Grantors are Each Grantor is the sole owners owner of all right, title and interest in and to the Collateral, except for licenses granted by Grantors and no security interests or liens presently exist with respect to their customers in the ordinary course of businessCollateral. (b) Performance of this IP Security Agreement does not and will not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During the term of this IP Security Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP AgreementSecurity Agreement and except as may be approved by the Majority Holders; (d) To their knowledge, each of the Patents Collateral is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) All Patents and Trademarks owned by the Grantors as of the effective date of this Security Agreement are listed in Schedule 2. (f) Grantors shall advise Noteholders the Collateral Agent of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP AgreementCollateral; (fg) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents Collateral material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and PatentsCollateral, and promptly advise Noteholders the Collateral Agent in writing of material infringements detected and (iii) not allow any Trademarks and PatentsCollateral, material to Grantors’ business business, to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersMajority Holders, which shall not be unreasonably withheld, conditioned, or delayed, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (gh) Grantors shall take such further actions as Noteholders the Collateral Agent or the Majority Holders may reasonably request from time to time to perfect or continue the perfection of the Noteholders’ interest in the Collateral; (hi) This IP Security Agreement creates, and in the case of after after-acquired Collateral this IP Security Agreement will create, at the time Grantors first has have rights in such after after-acquired Collateral, and the Collateral and Agent or the Noteholders have taken all actions required for perfection, in favor of the Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesObligations; (ij) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, including the United States Patent and Trademark office, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Security Agreement by Grantors in the U.S. or (bii) for the perfection in the United States or the exercise by the Noteholders of their rights and remedies thereunder; (jk) All To the best of Grantors’ knowledge, all information heretofore, herein or hereafter supplied to the Collateral Agent or the Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects.; (kl) Grantors shall not enter into any agreement after the date hereof that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ the Collateral Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party after the date hereof of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts; (m) Grantors shall not amend, modify or limit any terms of the Note or this Security Agreement without the consent of the Majority Holders or assert the invalidity of the Note or this Security Agreement; (n) Grantors shall not assert that the MIT License limits any rights or interests in the Collateral or otherwise limits any terms of the Note or this Security Agreement; and, (o) Grantors shall file any and all UCC financing statements and notices to perfect Noteholder’s interests and create a valid first priority security interest in any after-acquired Collateral.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business. (b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Assignor, in which Assignor has an interest, or which are used in Assignor's business. (c) Each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) All of Assignor's present and future software, computer programs and other works of authorship subject to United States copyright protection, the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, "Receivables"), have been and shall be registered with the United States Copyright Office prior to the date Assignor requests or accepts any loan from Assignee with respect to such Receivables and prior to the date Assignor includes any such Receivables in any accounts receivable aging, borrowing base report or certificate or other similar report provided to Assignee, and Assignor shall provide to Assignee copies of all such registrations promptly upon the receipt of the same. (e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment. (cg) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (dh) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ei) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (fj) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, withheld unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (gk) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (hl) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (m) below; (im) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder; (jn) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (ko) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (p) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any material Collateral, the ability of Assignor to dispose of any material Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Debtor represents, warrants, covenants and ------------------------ agrees as follows: (a) Grantors are Debtor is now the sole owners owner of the Collateral, except for (i) non-exclusive licenses granted by Grantors Debtor to their its customers in the ordinary course of business, and (ii) "Permitted Exclusive Assay Provider Licenses" (as such term is defined in the Loan Agreement). (b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Debtor, in which Debtor has an interest, or which are used in Debtor's business. (c) Each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Debtor or is an employee of Debtor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) [intentionally omitted] (e) Debtor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Debtor all rights of authorship to any copyrighted material in which Debtor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Debtor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Agreement constitutes an assignment. (cg) During the term of this IP Agreement, Grantors Debtor will not transfer or otherwise encumber any interest in the Collateral, except for Permitted Liens (as such term is defined in the Loan Agreement) and non-exclusive licenses granted by Grantors Debtor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (dh) To their knowledge, each Each of the Patents Patents, Trademarks, and Copyrights is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ei) Grantors Debtor shall promptly advise Noteholders Secured Party of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Debtor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (fj) Grantors Debtor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, withheld unless Grantors determine Debtor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (hk) Section 9(3) of the Schedule to the Loan Agreement hereby is incorporated herein, mutatis mutandis; (l) This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Debtor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment (subject only to Permitted Liens (if any) that are specifically entitled pursuant to applicable law, or specifically acknowledged in writing by Secured Party, to have priority over Secured Party's security interests) in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (m) below; (im) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and mortgage created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Debtor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Debtor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Secured Party of their its rights and remedies thereunder; (jn) All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Debtor with respect to the Collateral is true accurate and correct complete in all material respects. (ko) Grantors Debtor shall not enter into any agreement that would materially impair or conflict with Grantors’ Debtor's obligations hereunder without Noteholders’ Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Debtor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Debtor's rights and interest in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (p) Upon any executive officer of Debtor obtaining actual knowledge thereof, Debtor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any material Collateral, the ability of Debtor to dispose of any material Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for port-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business., (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licenser's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the intellectual Properly Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall promptly register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionintellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesFinancing Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United Skates Patent and Trademark office With respect to the patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. of U_S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP 1P Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Granter with respect to the Intellectual Property Collateral is true and correct accurate end complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Sank in writing of any event that materially adversely affects the value of any material intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the tights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral-

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Agreement constitutes an assignment; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Grantor shall deliver to Secured Party within (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights (ii) use commercially reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that the abandonment is appropriate.; (g) Grantors Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement, Grantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party's interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first Grantor has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, not granted a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance favor of the obligations evidenced by the Notesany other Person; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. United States 3 governmental authority or U.S. United States regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection Grantor in the United States or the exercise by Noteholders of their rights and remedies thereunderStates; (j) All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Grantor with respect to the Collateral is true accurate and correct complete in all material respects.; (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts; and (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any Collateral, the ability of Grantor to dispose of any Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business. (b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Assignor, in which Assignor has an interest, or which are used in Assignor's business. (c) Except where appropriate licenses have been obtained, each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) At least 95% of Assignor's present and future software, computer programs and other works of authorship subject to United States copyright protection (the "Copyrightable Collateral"), the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, "Receivables"), shall be registered with the United States Copyright Office within 60 days of such time that Assignor requests or accepts the first loan from Silicon with respect to such Receivables and within 60 days of the date Assignor first includes any such Receivables in any accounts receivable aging, borrowing base report or certificate or other similar report provided to Silicon, provided that, in the aggregate, at least 80% of the Copyrightable Collateral shall be registered with the United States Copyright Office at all times that Silicon makes any loans relating to the Receivables after 90 days from the initial effectiveness of this Agreement as set forth in paragraph 7 of the section of Schedule to Loan Agreement entitled "Other Covenants (Section 4.1)." Assignor shall provide to Silicon copies of all such registrations promptly upon the receipt of the same. (e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment. (cg) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (dh) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ei) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (fj) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, withheld unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (gk) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (hl) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (m) below; (im) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder; (jn) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (ko) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it its becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (p) Upon any executive officer or Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any material Collateral, the ability of Assignor to dispose of any material Collateral of the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party, except as set forth on the schedule attached hereto; (e) Grantors Grantor shall promptly advise Noteholders Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall Grantor shall, to the extent determined to be appropriate by Grantor's management in its reasonable business judgment, register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender's interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Lender's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors to their customers Grantor in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use commercially reasonable commercial efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors Grantor shall promptly register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Intellectual Property Collateral;; IP Security Agreement [PharmChem, Inc.] (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, knowledge (except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunder, except as has been already made or obtained) no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts; (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Pledgor represents, warrants, covenants and agrees as follows: (a) Grantors are a. Pledgor is now the sole owners owner of the CollateralIntellectual Property Collateral (with the exception of other shared or non-ownership rights of Pledgor in the Intellectual Property Collateral as described in Exhibit E attached hereto), except for non-exclusive licenses granted by Grantors Pledgor to their its customers in the ordinary course of business.business and except for those liens, encumbrances or security interests described in Exhibit E attached hereto; (b) b. Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Pledgor is party or by which Pledgor is bound.; (c) c. During the term of this IP Agreement, Grantors will Pledgor shall not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for liens, encumbrances, or security interests described in Exhibit E attached hereto and non-exclusive licenses granted by Grantors in Pledgor, copies of which Pledgor will provide from time to time to Lender at the ordinary course request of business or as otherwise permitted in this IP AgreementLender; (d) To their knowledge, each d. Each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceableunenforceable (provided that, notwithstanding the foregoing, Pledgor makes no such representation or warranty with respect to the Patents existing as of the date of first execution of this Agreement), in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; e. Pledgor shall deliver to Bank within thirty (e30) Grantors shall advise Noteholders days of the last day of each month, a report signed by Pledgor, in form reasonably acceptable to Bank, listing any applications or registrations that Pledgor has made or filed in respect of any subsequent ownership right patents, copyrights or trademarks and the status of any outstanding applications or registrations. Pledgor shall promptly advise Lender of any material change in the composition of the Grantors in or {02458881.DOCX;1 } CAgsaIP (rev. 11.21.2013 sf) Page 2 Initial Here JC f. Pledgor shall exercise commercially reasonable best efforts to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial efforts to Patents, Trademarks, or Domain Names, detect infringements of the Trademarks and Copyrights, Patents, Trademarks, or Domain Names and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Copyrights, Patents, material to Grantors’ business Trademarks, or Domain Names to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which consent shall not be unreasonably withheld, unless Grantors determine Pledgor determines that reasonable business practices suggest that abandonment is appropriate.appropriate and so advises Lender; g. Pledgor shall not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: providing Lender with at least fifteen (g15) Grantors shall take days’ prior written notice thereof; providing Lender with a copy of the application for any such registration; and executing and filing such other instruments, and taking such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender's interest in the Intellectual Property Collateral, including without limitation the filing with the United States Copyright Office, simultaneously with the filing by Pledgor of the application for any such registration, of a copy of this Agreement or a Supplement hereto in form acceptable to Lender identifying the maskworks, software, computer programs or other works of authorship being registered and confirming the grant of a security interest therein in favor of Lender; (h) h. This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Pledgor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations Obligations evidenced by the NotesGuaranty upon making the filings referred to in clause 4.i below; (i) To its knowledge, except i. Except for, and upon, the filing of a UCC financing statements, or other notice filings or notations in statement with the appropriate filing officesoffice in the appropriate state; a notice of security interest with the United States Patent and Trademark office with respect to the Patents and Trademarks; and a notice of security interest with the United States Copyright Office with respect to the Copyrights, if and or such other action as Lender may deem necessary to perfect the security interests created hereunder, and, except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Pledgor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. Pledgor; or (b) for the perfection in the United States in the Intellectual Property Collateral or the exercise by Noteholders Lender of their its rights and remedies thereunderhereunder; (j) j. All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Pledgor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (k) Grantors k. Pledgor shall not enter into any agreement that would materially impair or conflict with Grantors’ Pledgor's obligations hereunder without Noteholders’ Lender's prior written consent, which consent shall will not be unreasonably withheld. Except as permitted under the Notes, Grantors Pledgor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way impair or prevent the creation of a security interest in Grantors’ Pledgor's rights and interest interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; and l. Upon any officer of Pledgor obtaining knowledge thereof, Pledgor shall promptly notify Lender in writing of any event that materially adversely affects the value of any of the Intellectual Property Collateral, the ability of Pledgor or Lender to dispose of any of the Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including, without limitation, the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Debtor represents, warrants, covenants and agrees as follows: (a) Grantors are 6.1 Debtor is now the sole owners owner of the IP Collateral, except for the non-exclusive licenses granted by Grantors Debtor to their its customers in the ordinary and normal course of business.business as now conducted; (b) 6.2 Performance of this IP Security Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Debtor is a party or by which Debtor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor’s or other party’s consent and this Security Agreement constitutes an assignment; (c) 6.3 During the term of this IP Security Agreement, Grantors will Debtor shall not transfer without Lender’s prior written authorization sell, transfer, assign or otherwise encumber any interest in the IP Collateral, except for (i) non-exclusive licenses granted by Grantors Debtor in the ordinary and normal course of its business as now conducted or as otherwise permitted set forth in this Security Agreement; (ii) the Bridge Security Interest; and (iii) subject to Debtor’s execution of appropriate documents, in form acceptable to Lender, to perfect or continue the perfection of Lender’s interest in the IP AgreementCollateral, transfers to affiliates of Debtor; (d) 6.4 To their its knowledge, each of the Patents is valid and enforceable, and no part of the IP Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the IP Collateral violates the rights of any third party; (e) Grantors 6.5 Debtor shall advise Noteholders Lender of any material changes in the composition of the IP Collateral by identifying such material changes in the Quarterly Report (as hereinafter defined), including but not limited to any subsequent ownership right of the Grantors Debtor in or to any Copyright, Patent or Trademark or Patent not specified in this IP Security Agreement; (f) Grantors 6.6 Debtor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Copyrights, Patents and Patents material to Grantors’ businessTrademarks, (ii) use reasonable commercial its best efforts to detect infringements of the Copyrights, Patents and Trademarks and Patents, and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Copyrights, Patents or Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Debtor determines that reasonable business practices suggest that abandonment is appropriate.; 6.7 Debtor shall promptly register the most recent version of Debtor’s material Copyrights, Patents and Trademarks if not so already registered, as Lender may reasonably request from time to time based on its review of the Quarterly Report (gas hereinafter defined) Grantors shall and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the IP Collateral; (h) 6.8 This IP Security Agreement creates, and in the case of after acquired Collateral IP Collateral, this IP Security Agreement will create, create at the time Grantors Debtor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIP Collateral, in favor of Noteholders, a Lender valid and perfected first priority security interest and collateral assignment interests in the IP Collateral in the United States securing the payment and performance of all present or future indebtedness, obligations and liabilities of Debtor to Lender, including, without limitation, such indebtedness, obligations and liabilities under the obligations evidenced by Loan Agreement and the Notesother Loan Documents, upon making the filings referred to in Section 4 hereof, subject only to Permitted Liens; (i) 6.9 To its knowledge, except for, and upon, the filing filings with, as applicable, (1) the United States Patent and Trademark office with respect to the Patents and Trademarks, (2) the Register of Copyrights with respect to the Copyrights and (3) the UCC financing statementsDivision of the Secretary of State of Delaware, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. United States governmental authority or U.S. United States regulatory body is required either (a) for the grant by Grantors Debtor of the security interest interests granted hereby, hereby or for the execution, delivery or performance of this IP Security Agreement by Grantors Debtor in the U.S. United States or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunderhereunder; (j) 6.10 All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Debtor with respect to the IP Collateral is true accurate and correct complete in all material respects.; (k) Grantors 6.11 Debtor shall not enter into any agreement that would materially impair or conflict with Grantors’ Debtor’s obligations hereunder without Noteholders’ Lender’s prior written consentauthorization, which consent authorization shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Debtor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Debtor’s rights and interest interests in any property included within the definition of the IP Collateral acquired under such contracts; and 6.12 Upon any executive officer of Debtor obtaining actual knowledge thereof, Debtor will promptly notify Lender in writing of any event that materially adversely affects the value of any IP Collateral, the ability of Debtor to dispose of any IP Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the IP Collateral. 6.13 Within ten (10) days of the date hereof, Debtor shall, with respect to all U.S. Patents (and Patent applications) listed on Exhibit B cause to be filed and recorded recordation notices at the United States Patent and Trademark Office of the assignments evidencing the ownership of such Patents and patent applications in the sole name of the Debtor.

Covenants and Warranties. Grantors Debtor represents, warrants, covenants ------------------------ and agrees as follows: (a) Grantors are a. Debtor is the sole owners and exclusive owner of the entire and unencumbered right, title and interest in the Intellectual Property Collateral, free and clear of any liens, charges and encumbrances except for those created hereunder and except for nonexclusive licenses granted by Grantors Debtor to their its customers in the ordinary course of business.; (b) b. Performance of this IP Agreement does not conflict with or result in a breach of any material other agreement to which Grantors are Debtor is bound., except to the extent that certain agreements may prohibit the transfer or assignment of the rights thereunder to a third party without the licensor's or other party's consent, and this IP Agreement constitutes the grant of a security interest; (c) c. During the term of this IP Agreement, Grantors Debtor will not transfer transfer, assign, sell, hypothecate, or otherwise encumber any interest in the Intellectual Property Collateral, except for nonexclusive licenses granted by Grantors Debtor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAgreement and except for security interests in such Intellectual Property Collateral existing as of the date hereof; d. Debtor agrees that simultaneously with execution of this IP Agreement, and upon any amendment of Exhibit A or B, Debtor shall execute the form of Notice appended hereto as Schedule 1 (deach, a "Notice") To their knowledgewith respect to each Patent or Trademark Collateral now owned or hereafter acquired, each and shall deliver it to Secured Party for recording in the Patent and Trademark Office so as to record formally this IP Agreement. e. Debtor shall promptly advise Secured Party of any material adverse change in the composition of the Patents is valid and enforceableIntellectual Property Collateral, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that including but not limited to any part of the Collateral violates the rights of any third party; (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors Debtor in or to any Trademark Trademark, Patent, Copyright, or Patent other Intellectual Property Collateral specified in this IP Agreement and any abandonment, forfeiture or dedication to the public of the Computer Hardware and Software, Trademarks, Patents, Copyrights and other Intellectual Property Collateral specified in this IP Agreement; (f) Grantors f. Debtor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights and Patents material to Grantors’ businessother Intellectual Property Collateral, (ii) apply for registration of non-registered Hardware and Software, Patent, Trademark and Copyright Collateral as they are created, adopted or used and shall reasonably diligently prosecute such applications, (iii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights and other Intellectual Property Collateral and promptly advise Noteholders Secured Party in writing of material infringements detected detected, (iv) not forego any right to protect and enforce rights to Trademarks, Patents, Copyrights or other Intellectual Property Collateral, and (iiiv) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or other Intellectual Property Collateral to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Debtor determines that reasonable business practices suggest that abandonment is appropriate; g. Debtor shall promptly notify Secured Party of all after-acquired intellectual property, whether owned, developed or acquired by Debtor and shall notify Secured Party of any filed applications to register or patents issued after the execution hereof. Any expenses incurred in connection with such applications shall be borne by the Debtor. (g) Grantors h. Debtor shall take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party's interest in the Intellectual Property Collateral; (h) i. This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Debtor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote upon making the filings referred to in clause (j) below; (i) j. To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if with the United States Patent and Trademark Office with respect to the Patents and Trademarks necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Debtor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Debtor in the U.S. United States or (bii) for the perfection in the United States or the exercise by Noteholders Secured Party of their its rights and remedies thereunder; (j) k. All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Debtor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (k) Grantors l. Debtor shall not enter into any agreement that would materially impair or conflict with Grantors’ Debtor's obligations hereunder without Noteholders’ Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Debtor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Debtor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts; m. Debtor shall not take any action, nor enter into any license, royalty, assignment or other agreement which is inconsistent with Debtor's obligations under this IP Agreement, or which has the effect of reducing the value of the IP Collateral and shall give the Secured Party thirty (30) days' prior written notice of any proposed license, royalty, assignment or other agreement, except non-exclusive licenses granted by Debtor to its customers in the ordinary course of business; and n. Upon any executive officer of Debtor obtaining actual knowledge thereof, Debtor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Debtor to dispose of any material Intellectual Property Collateral, and the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: (i) providing Secured Party with at least 15 days prior written notice thereof, (ii) providing Secured Party with a copy of the application for any such registration and (iii) executing and filing such other instruments, and taking such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party's interest in the Collateral;, including without limitation the filing with the United States Copyright Office, simultaneously with the filing by Grantor of the application for any such registration, of a copy of this Agreement or a Supplement hereto in form acceptable to Secured Party identifying the maskworks, software, computer programs or other works of authorship being registered and confirming the grant of a security interest therein in favor of Secured Party. (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote and the Loan Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take not register any Copyrights or Mask Works with the United States Copyright Office unless it: (i) has given at least fifteen (15) days' prior notice to Bank of its intent to register such further actions Copyrights or Mask Works and has provided Bank with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as Noteholders Bank may reasonably request from time in order to time to perfect or continue maintain the perfection and priority of Noteholders’ Bank's security interest in the CollateralCopyrights proposed to b e registered with the United States Copyright Office; and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office. Grantor shall promptly provide to Bank a copy of the Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights or Mask Works. Grantor shall provide written notice to Bank of any application filed by Grantor in the United States Patent Trademark Office for a patent or to register a trademark or service mark within 30 days of any such filing; (h) This IP Agreement Agreeme▇▇ creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesPurchase Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants ------------------------- and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of or has rights to the Intellectual Property Collateral, except for non-exclusive licenses, or exclusive licenses granted by Grantors to their customers in the ordinary course of business, provided such licensing limits the use and application of the Intellectual Property to specific indications and geographic regions, and does not impair Borrower's ability to commercialize its Intellectual Property in its US business markets, or as permitted in subletter (g) under Permitted Liens, as defined in the Loan Agreement between Grantor and Bank. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material intellectual property agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses, or exclusive licenses granted by Grantors in the ordinary course of business, provided such licensing limits the use and application of the Intellectual Property to specific indications and geographic regions, and does not impair Grantor's ability to commercialize its Intellectual Property in its US business markets, or as otherwise permitted in subletter (g) under Permitted Liens, as defined in the Loan Agreement between Grantor and Bank, or as set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third partyparty except as noted in the Schedule under Litigation; (e) Grantors Effective as of the Trigger Date, Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the IP Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, or Patent Copyright specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, and Copyrights and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall register the most recent version of any of Grantor's Copyrights which its Board of Directors of Borrower deems, in good faith, appropriate for the development of Borrower's business, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, knowledge (except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests created hereunder, and except as has been already made or obtained) no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors GRANTOR represents, warrants, covenants and agrees as follows: (a) Grantors are GPSI or its wholly owned subsidiary Optimal is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors GRANTOR to their its customers in the ordinary course of business or the Licenses of Exhibit B; (b) GRANTOR shall promptly advise Secured Party of any material change in the composition of the Collateral, including, but not limited to, any subsequent license under, or transfer or encumbrance of, the Patents, except for licenses granted to customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During Except as may otherwise be provided for in the term of this IP Purchase Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement; (d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors GRANTOR shall advise Noteholders of any subsequent ownership right of the Grantors in or use reasonable commercial efforts to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, Patents and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business Patents to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which consent shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.; (gd) Grantors shall GRANTOR shall, or cause its wholly owned subsidiary Optimal to undertake, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party's interest in the Collateral;. GRANTOR shall give Secured Party notice of all such applications or registrations; and (he) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors GRANTOR shall not enter into any agreement that would materially impair or conflict with Grantors’ GRANTOR's obligations hereunder without Noteholders’ Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under . (f) GRANTOR shall, at its expense, defend Secured Party's right, title and security interest in and to the Notes, Grantors shall not permit Collateral against the inclusion in any material contract to which it becomes a party claims of any provisions person or entity. (g) Notwithstanding anything herein to the contrary, Grantor may (a) transfer or assign the Collateral provided that could the transferee or might in any way prevent assignee takes subject to the creation security interest granted herein and agrees to be bound by the terms of this Agreement and (b) grant a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under provided that such contractssecurity interest is subordinate and subject to the security interest of Secured Party granted herein.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall promptly register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote and the Financing Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof. Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors representsThe Recipient covenants, warrantsrepresents and warrants that: it shall, covenants at all times, comply with FRIAA’s “Conflicts of Interest Policy”, a copy of which is attached hereto as Schedule C, together with all bylaws, resolutions, policies and agrees as follows: (a) Grantors procedures of FRIAA; the information contained in Schedule A is true and accurate in all material respects; all expenses incurred in completing the Project for which the Grant Proceeds are used are for Eligible Expenses; it shall carry out the sole owners Project in a diligent and professional manner; it has, or shall obtain, all necessary licenses, permits, approvals and authorizations, including any licenses, permits, approvals and authorizations required under law, including Environmental Laws, to proceed with the Project and to perform its obligations under this Agreement; any environmental issues or concerns relating to the Project which are known or ought to be known to the Recipient have been disclosed to FRIAA, and the Recipient shall inform FRIAA of any environmental issues or concerns regarding the Project which arise during the Term; the execution by the Recipient of this Agreement and the carrying out of this Agreement and the Project by the Recipient have been duly and validly authorized by the Recipient in accordance with applicable law, and this Agreement shall constitute a binding legal obligation of the CollateralRecipient; there is presently no action, except for licenses granted by Grantors to their customers suit or proceeding being brought or pending or threatened against or affecting the Recipient which could result in the ordinary course expropriation of business. (b) Performance any property of this IP Agreement does the Recipient or which could affect its operations, properties or financial condition or its ability to complete the Project; it has not entered into any agreements with other funders or sponsors in relation to the Project which conflict with the obligations of the Recipient under this Agreement or result is prejudicial to the rights of FRIAA under this Agreement; it is in a breach compliance with all laws, orders and authorizations which relate to or affect it and is not subject to any order of any material agreement to which Grantors are bound. (c) During court or other tribunal affecting its operations; it shall not alter the term of this IP Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement; (d) To their knowledge, each scope of the Patents Project without prior written consent of FRIAA; the Licensed Materials will be free from infringement of any proprietary rights; the work relating to the Licensed Materials is valid original or the Recipient has acquired the right to use, publish, license and enforceable, and no part distribute the Licensed Materials on a world-wide basis; any person who has been lobbying on behalf of the Collateral Recipient to obtain the Grant and who is required to be registered pursuant to the Lobbyists Act ▇▇ ▇▇▇▇, c.L-20.5 was registered pursuant to such Act at the time the lobbying occurred; it has been judged invalid not, nor has any person, corporation or unenforceableorganization directly or indirectly paid or agreed to pay and covenants that it and they shall not directly or indirectly pay any person to solicit funds from FRIAA for the Project for a commission, contingency fee or any other consideration dependent on the payment in whole or in part, and no claim has been made in writing that part of FRIAA funds for the Project; it shall not pledge any part of the Collateral violates the rights Grant as security for any loan or debt of any third party; kind except as expressly authorized by FRIAA in writing; if directed by FRIAA, it shall forthwith repay to FRIAA any overpayments or unexpended balances of the Grant Proceeds, and such amounts shall constitute a debt due to FRIAA; and it shall to the satisfaction of FRIAA, acting reasonably, ensure that all Project Costs are incurred in a manner that is transparent, competitive and consistent with value for money principles. RECORDS, REPORTING AND MONITORING During the Term and for a period of five (e5) Grantors years thereafter, the Recipient shall advise Noteholders maintain or cause to be maintained full, accurate and complete records of the activities conducted in furtherance of, and the results achieved through the conduct of, the Project, including full, accurate and complete records and books of account relating to the receipt and expenditure of the Grant and other funds received and expended for the purposes of the Project. Any records required to be maintained pursuant to this Agreement are subject to the protection and access provisions of the Freedom of Information and Protection of Privacy Act RSA 2000 c.F-25. The Recipient shall, if requested by FRIAA, upon 30 days’ Notice, permit any authorized representatives of FRIAA, or auditors engaged by FRIAA, to examine the Recipients books, accounts and other records related to the Project and the Grant, and to make copies thereof. The Recipient shall provide the authorized agents with such assistance as may be reasonably required during such an inspection. This right of inspection is limited to the purpose of ascertaining whether this Agreement has been complied with. Where FRIAA undertakes an audit under this Agreement, the audited financial report shall be prepared by an independent, qualified auditor and the report shall be prepared in accordance with the Canadian Institute of Chartered Accountants Handbook. The cost of any subsequent ownership right special audit, examination or report shall be payable by FRIAA, unless the audit, examination or report reveals non-performance, non-observance or breaches of this Agreement or indicates that the records and books of account were inadequate to permit a determination of how the Grant Proceeds were used by the Recipient or what results were achieved through the conduct of the Grantors in or to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionProject, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in which case the Collateral in the United States securing the payment and performance of the obligations evidenced cost shall be borne by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respectsRecipient. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licenser's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement;, (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall promptly register the most recent version of any of Grantor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote and the Financing Agreement upon making the flings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for licenses granted by Grantors Grantor to their its customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for (i) exclusive licenses granted by Grantors Grantor in the ordinary course of business to a distributor or licensee with respect to one or more fields of use which when taken alone or together do not constitute a major portion of the existing uses of Grantor’s intellectual property rights, and (ii) non-exclusive licenses granted by Grantor in the ordinary course of business; or as otherwise permitted elsewhere in this IP Agreement or the Loan Agreement; (dc) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ed) Grantors Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (fe) Grantors Grantor shall use reasonable commercial efforts to (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights (ii) use reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and Patentsmaterial Trademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which consent shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.; (gf) Grantors Grantor shall apply for registration (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement; and (ii) those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product or service, prior to the sale or licensing of such product or the rendering of such service to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C), except with respect to such rights that Grantor determines in its sole but reasonable commercial judgment need not be filed in order to avoid a material adverse impact on the business and prospects of Grantor. Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party’s interest in the Collateral;. Grantor shall give Secured Party notice of all such applications or registrations; and (hg) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment. (c) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (f) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, withheld unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (h) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by Obligations upon making the Notesfilings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it its becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer or Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any material Collateral, the ability of Assignor to dispose of any material Collateral of the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is the sole owners and lawful owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of businessbusiness and except for Permitted Encumbrances. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is a party or by which Assignor is bound. (c) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted in this IP Agreement;and for Permitted Encumbrances. (d) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party;. (e) Grantors Assignor shall promptly advise Noteholders Assignee of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement;, (f) Grantors Assignor shall at its expense (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate., (g) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral;, at Assignor's sole expense, (h) This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by Obligations owed to Assignee upon making the Notes;filings referred to in clause (i) below. (i) To its knowledge, except Except for, and upon, the filing with the Delaware Secretary of UCC State or other appropriate authority of appropriate UCC-1 financing statements, or other notice filings or notations in appropriate and the filing offices, if with the United States Patent and Trademark Office with respect to the Patents and Trademarks and the Register of Copyrights with respect to the Copyrights necessary to perfect the security interests created hereunder, and, except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. Assignor or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunder;hereunder. (j) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way impair or prevent the creation of a security interest in Grantors’ Assignor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts. (l) Upon any officer of Assignor obtaining knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any of the Collateral, the ability of Assignor or Assignee to dispose of any of the Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are : Grantor is now the sole owners owner of the Collateral, except for licenses granted by Grantors Grantor to their its customers in the ordinary course of business. ; Except as set forth in the Schedule, Grantor's rights as a licensee of intellectual property do not give rise to more than five percent (b5%) of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service; Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound. (c) ; During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) ; To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; ; Grantor shall deliver to Secured Party within thirty (e30) Grantors days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors ; Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights (ii) use reasonable commercial efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld; Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, unless Grantors determine as the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Grantor to the extent that Grantor, in its reasonable business practices suggest that abandonment is appropriate. judgment, deems it appropriate to so protect such intellectual property rights Grantor shall promptly give Secured Party written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. Grantor shall (gi) Grantors give Secured Party not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed, and (ii) prior to the filing of any such applications or registrations, shall take execute such further actions documents as Noteholders Secured Party may reasonably request from time for Secured Party to time maintain its perfection in such intellectual property rights to perfect be registered by Grantor, and upon the request of Secured Party, shall file such documents simultaneously with the filing of any such applications or continue registrations. Upon filing any such applications or registrations with the United States Copyright Office, Grantor shall promptly provide Secured Party with (i) a copy of such applications or registrations, without the exhibits, if any, thereto, (ii) evidence of the filing of any documents requested by Secured Party to be filed for Secured Party to maintain the perfection and priority of Noteholders’ its security interest in such intellectual property rights, and (iii) the Collateral; (h) date of such filing. This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) Credit Agreement; All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Grantor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors ; Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts; and Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any Collateral, the ability of Grantor to dispose of any Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Agreement constitutes an assignment; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business business, or as otherwise permitted set forth in this IP AgreementAgreement or other Permitted Liens (as defined in the Loan Documents); (d) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement. Grantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.as

Covenants and Warranties. Grantors Each Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor’s or other party’s consent and this Agreement constitutes an assignment; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their Grantor’s knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors For any Intellectual Property Collateral not yet registered, or applied to be registered, with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, Grantor shall file applications to register those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement. Grantor shall apply to register with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C); (f) Grantor shall promptly give Secured Party written notice of any applications or registrations of any additional intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. (g) Grantor shall (i) give Secured Party not less than thirty (30) days prior written notice of the filing of any applications or registrations of any additional intellectual property rights with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed, and (ii) prior to the filing of any such applications or registrations, shall execute such documents as Secured Party may reasonably request for Secured Party to maintain its perfection in such intellectual property rights to be registered by Grantor, and upon the request of Secured Party, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Grantor shall promptly provide Secured Party with (i) a copy of such applications or registrations, without the exhibits, if any, thereto, (ii) evidence of the filing of any documents requested by Secured Party to be filed for Secured Party to maintain the perfection and priority of its security interest in such intellectual property rights, and (iii) the date of such filing. (h) Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Intellectual Property Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in Exhibits A, B and C to this IP Agreement; (fi) Grantors Grantor shall promptly execute, deliver or file such additional instruments and documents and take such further actions as Secured Party may reasonably request from time to time to perfect, continue the perfection or maintain the priority of Secured Party’s security interest in the Intellectual Property Collateral; (j) Grantor shall: (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights; (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected detected; and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate; (k) Secured Party may audit Grantor’s Intellectual Property Collateral to confirm compliance with this Section 3, provided such audit may not occur more often than once in any 12-month period, unless an Event of Default has occurred and is continuing. Secured Party shall have the right, but not the obligation, to take, at Grantor’s sole expense, any actions that Grantor is required under this Section 3 to take but which Grantor fails to take within fifteen (15) days of notice thereof to Grantor. Grantor shall reimburse and indemnify Secured Party for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 3. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (hl) This IP Agreement createscreates in favor of Secured Party, and in the case of after acquired Collateral this IP Agreement will createIntellectual Property Collateral, at the time Grantors Grantor first has rights in such after acquired Intellectual Property Collateral and Noteholders have taken all actions required for perfection, this Agreement will create in favor of NoteholdersSecured Party, a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (i) above; (im) To its knowledge, except Except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights such documents as are necessary to perfect the security interests created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Secured Party of their its rights and remedies thereunderhereunder; (jn) All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (ko) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts if Grantor is required, in its commercially reasonable judgment, to accept such provisions; and (p) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any Intellectual Property Collateral, the ability of Grantor to dispose of any Intellectual Property Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Debtor represents, warrants, covenants and agrees as follows: (a) Grantors are Debtor is now the sole owners owner of the Intellectual Property Collateral, except for licenses granted by Grantors Debtor to their its customers in the ordinary and normal course of business.business as now conducted and Permitted Liens; (b) Performance of this IP Security Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Debtor is a party or by which Debtor is bound.; (c) During the term of this IP Security Agreement, Grantors Debtor will not transfer sell, transfer, assign or otherwise encumber any interest in the Intellectual Property Collateral, except for (i) licenses granted by Grantors Debtor in the ordinary and normal course of its business as now conducted or as otherwise permitted set forth in this IP AgreementSecurity Agreement or that do not, in the aggregate, impair the Intellectual Property Collateral or result in a Material Adverse Effect and (ii) subject to Debtor's execution of appropriate documents, in form acceptable to Lender, to perfect or continue the perfection of Lender's interest in the Intellectual Property Collateral, transfers to affiliates of Debtor; (d) To their its knowledge, each of the Patents Patents, if any, is valid and enforceable, and there is no part of the Collateral Intellectual Property which has been judged invalid or unenforceable, in whole or in part, and no material claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors In connection with the quarterly report required under Section 6(a), Debtor shall promptly advise Noteholders Lender of any material changes in the composition of the Intellectual Property Collateral, including but not limited to any subsequent ownership right of the Grantors Debtor in or to any Trademark or Patent Intellectual Property not specified in this IP Security Agreement; (f) Grantors Debtor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Intellectual Property, except where the failure to so protect, defend and Patents material to Grantors’ businessmaintain would not, in the aggregate, result in a Material Adverse Effect, (ii) use all commercially reasonable commercial efforts to detect infringements of the Trademarks and Patents, Intellectual Property and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business of its Intellectual Property to be abandoned, forfeited or dedicated to the public public, except where such abandonment, forfeiture or dedication would not, in the aggregate, result in a Material Adverse Effect, without the written consent of the Noteholders, Lender which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors Debtor shall promptly register the most recent version of Debtor's material Copyrights, if not so already registered, as Lender may reasonably request from time to time based on its review of the Quarterly Report (as hereinafter defined) and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender's interest in the Intellectual Property Collateral; (h) Debtor is not party, nor will it, without the prior written consent of Bank, become party in the future, to any License or Contract included in the Intellectual Property Collateral which, pursuant to its terms is not assignable (except in the case of Borrower's customer contracts) or capable of being encumbered; (i) This IP Security Agreement creates, and in the case of after acquired Collateral this IP Agreement Intellectual Property Collateral, will create, create at the time Grantors Debtor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and (upon taking appropriate actions) perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of all present or future indebtedness, obligations and liabilities of Debtor to Lender, including, without limitation, such indebtedness, obligations and liabilities under the obligations evidenced by Loan Agreement and the Notesother Loan Documents, upon making the filings referred to in SECTION 3(j) below, subject only to Permitted Liens (as defined in the Loan Agreement); (ij) To its knowledge, except for, and upon, the filing filings with, as applicable, (1) the United States Patent and Trademark Office, (2) the Register of Copyrights and (3) the UCC financing statementsDivision of the applicable office of the Secretary of State, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests and assignment created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. United States governmental authority or U.S. United States regulatory body is required either (a) for the grant by Grantors Debtor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Security Agreement by Grantors Debtor in the U.S. United States or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunderhereunder; (jk) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Debtor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (kl) Grantors Debtor shall not enter into any agreement that would materially impair or conflict with Grantors’ Debtor's obligations hereunder without Noteholders’ Lender's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under For purposes of this subsection, Debtor's entering into license agreements in the Notes, Grantors ordinary course of business shall not be deemed to materially impair or conflict with Debtor's obligations hereunder. Debtor shall not, without the prior written consent of Lender, permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Debtor's rights and interest interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts; and (m) Upon any executive officer of Debtor obtaining actual knowledge thereof, Debtor will promptly notify Lender in writing of any event that materially adversely affects the value of any Intellectual Property Collateral, the ability of Debtor to dispose of any Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Agreement constitutes an assignment; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Grantor shall deliver to Secured Party within (30) days of the last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any applications or registrations that Grantor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations. Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ business, Copyrights (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors Grantor shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement. Grantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party (including without limitation revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Grantor shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Secured Party may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Secured Party's interest in the Collateral; (h) This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.and

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for licenses granted by Grantors Grantor to their its customers in the ordinary course of business.; (b) Except as set forth in the Schedule, Grantor’s rights as a licensee of intellectual property do not give rise to more than five percent (5%) of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service; (c) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound.; (cd) During the term of this IP Agreement, Grantors unless disclosed to the Bank in writing, Grantor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (de) To their Except as disclosed in writing to Bank, to its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ef) Grantors Grantor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (fg) Grantors Borrower shall register or cause to be registered (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registerable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. Borrower shall (i) protect, defend and maintain the validity and enforceability give Bank not less than 30 days prior written notice of the Trademarks filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and Patents material the date such applications or registrations will be filed, and (ii) prior to Grantors’ businessthe filing of any such applications or registrations, shall execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower, and upon the request of Bank, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrower shall promptly provide Bank with (i) a copy of such applications or registrations, without the exhibits, if any, thereto, (ii) use reasonable commercial efforts to detect infringements evidence of the Trademarks filing of any documents requested by Bank to be filed for Bank to maintain the perfection and Patentspriority of its security interest in such intellectual property rights, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent date of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateralfiling; (h) This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Documents; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Grantor with respect to the Collateral is true accurate and correct complete in all material respects.; (kj) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts; and (k) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any Collateral, the ability of Grantor to dispose of any Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.business and security interests in certain items of Collateral granted to former owners of such Collateral; (b) Performance Assuming notice is given to the sellers under certain Asset Purchase Agreements pursuant to which certain items of Collateral were acquired, performance of this IP Security Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is party or by which Grantor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Security Agreement constitutes an assignment; (c) During the term of this IP Security Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Security Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Grantee of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Security Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Grantee in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersGrantee, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall register the most recent versions of any of Grantor's Copyrights in accordance with the provisions of Section 6.10 of the Loan Agreement, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Grantee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Grantee's interest in the Collateral; (h) This IP Agreement creates, and Except with respect to those items of Collateral in which the case party from which Grantor acquired such item of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, retains a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance to secure a portion of the obligations evidenced by the Notes;acquisition (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyright with respect to the Copyrights necessary to perfect the security interests and assignment created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Security Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Grantee of their its rights and remedies thereunder;hereunder, provided that Grantor makes no representation with respect to unregistered copyrights. (j) All To the best of Grantor's knowledge, all information heretofore, herein or hereafter supplied to Noteholders Grantee by or on behalf of Grantors Grantor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Grantee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the NotesWithout Grantee's prior written consent, Grantors which shall not be unreasonably withheld, Grantor shall not permit the inclusion in any material contract to which it becomes become a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Grantee in writing of any event that materially adversely affects the value of any Collateral, the ability of Grantor to dispose of any Collateral or the rights and remedies of Grantee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors represents, warrants, covenants and agrees as follows: (a) Grantors are the sole owners of the Collateral, except for licenses granted by Grantors to their customers in the ordinary course of business.; (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound.; (c) During the term of this IP Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement;. (d) To their knowledge, each all of the Patents Collateral is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement; (f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate.Collateral; (gf) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; (hg) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has have rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes; (ih) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (ji) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects.; and (kj) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants ------------------------ and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business.; (b) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is party or by which Assignor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment; (c) During the term of 6f this IP AgreementAssignment, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Assignor shall promptly advise Noteholders Assignee of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors in Assignor in. or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (f) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (h) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after alter acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights necessary to perfect the security interests and assignment created hereunder, and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. US. governmental authority or U.S. US. regulatory body is required either (ai) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. US. or (bii) for the perfection in the United States or the exercise by Noteholders Assignee of their its rights and remedies thereunderhereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (1) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any Collateral, the ability of Assignor to dispose of any Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.business and non-exclusive licenses granted by Grantor to its customers in the ordinary course of business and Permitted Liens (as defined in the Loan Agreement); (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Grantor is bound.; (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAgreement and Permitted Liens; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Lender in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersLender, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate.; (gf) Grantors Grantor shall take such further actions as Noteholders Lender may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Lender’s interest in the Intellectual Property Collateral; (hg) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement; (ih) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders Lender of their its rights and remedies thereunder; (ji) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects.; (kj) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor’s obligations hereunder without Noteholders’ Lender’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; and (k) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement IP Agreement to which Grantors are Grantor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this IP Agreement constitutes a security interest. (c) During the term of this IP Agreement, Grantors Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantors Grantor shall promptly advise Noteholders Bank of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Grantor in or to any Trademark Trademark, Patent, Copyright, or Patent Mask Work specified in this IP Agreement; (f) Grantors Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents, Copyrights, and Patents material to Grantors’ businessMask Works, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks and Trademarks, Patents, Copyrights, and Mask Works and promptly advise Noteholders Bank in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantors Grantor shall take not register any Copyrights with the United States Copyright Office unless it (i) has given at least fifteen (15) days' prior notice to Bank of its intent to register such further actions Copyrights and has provided Bank with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto), and (ii) executes a short-form security agreement or such other documents as Noteholders Bank may reasonably request from time in order to time to perfect or continue maintain the perfection and priority of Noteholders’ Bank's security interest in the Collateral;Copyrights proposed to be registered with the United States Copyright Office, and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office. Grantor shall promptly provide to Bank a copy of the Copyright application(s) so filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority of its security interest in such Copyrights. (h) This IP Agreement creates, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Agreement will create, create at the time Grantors Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote and the Financing Agreement upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, the filing with the United States Patent and Trademark office with respect to the Patents and Trademarks and the Register of UCC financing statements, or other notice filings or notations in appropriate filing offices, if Copyrights with respect to the Copyrights and Mask Works necessary to perfect the security interests created hereunderhereunder and except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or of U.S. regulatory body is required either (ai) for the grant by Grantors Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement by Grantors Grantor in the U.S. or (bii) for the perfection in the United States or the exercise by Noteholders Bank of their its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (k) Grantors Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ Grantor's obligations hereunder without Noteholders’ Bank's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Grantor's rights and interest in any property included within the definition of the Intellectual property Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Bank in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral of the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Assignor to their its customers in the ordinary course of business. (b) Listed on Exhibits A-1 and A-2 are all copyrights owned by Assignor, in which Assignor has an interest, or which are used in Assignor's business. (c) Each employee, agent and/or independent contractor who has participated in the creation of the property constituting the Collateral has either executed an assignment of his or her rights of authorship to Assignor or is an employee of Assignor acting within the scope of his or her employment and was such an employee at the time of said creation. (d) All of Assignor's present and future software, computer programs and other works of authorship subject to United States copyright protection, the sale, licensing or other disposition of which results in royalties receivable, license fees receivable, accounts receivable or other sums owing to Assignor (collectively, "Receivables"), have been and shall be registered with the United States Copyright Office prior to the date Assignor requests or accepts any loan from Assignee with respect to such Receivables and prior to the date Assignor includes any such Receivables in any accounts receivable aging, borrowing base report or certificate or other similar report provided to Assignee, and Assignor shall provide to Assignee copies of all such registrations promptly upon the receipt of the same. (e) Assignor shall undertake all reasonable measures to cause its employees, agents and independent contractors to assign to Assignor all rights of authorship to any copyrighted material in which Assignor has or may subsequently acquire any right or interest. (f) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment. (cg) During the term of this IP Agreement, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (dh) To their knowledge, each Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (ei) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right tight of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (fj) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Assignee in writing of material infringements detected and (iii) not allow any Trademarks and Trademarks, Patents, material to Grantors’ business or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, withheld unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate. (gk) Grantors Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (h1) This IP Agreement Assignment creates, and in the case of after acquired Collateral Collateral, this IP Agreement Assignment will create, create at the time Grantors Assignor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Assignee a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause (m) below; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects. (k) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

Covenants and Warranties. Grantors The Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are The Grantor is now the sole owners owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantors the Grantor to their customers third parties in the ordinary course of business. (b) Performance The Grantor has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Grantor. The performance of this IP Security Agreement does not conflict with or result in a breach of any material other agreement or contract to which Grantors are boundthe Grantor is bound and this IP Security Agreement constitutes a security interest. (c) During the term of this IP Security Agreement, Grantors the Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted set forth in this IP Security Agreement;. (d) To their its knowledge, each of the Patents Patents, if any, which has been issued is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid invalid, unenforceable or unenforceableunprotectable, in whole or in part, and no claim has been made in writing that any part of the Intellectual Property Collateral violates the rights of any third party;. (e) Grantors The Grantor shall promptly advise Noteholders the Secured Party in writing of any adverse change in the composition of the Intellectual Property Collateral or any adverse determination against the Intellectual Property Collateral, as well as any subsequent ownership right of the Grantors Grantor in or to any Trademark Copyright, Patent or Patent specified in this IP Agreement;Trademark. (f) Grantors The Grantor shall, at its own cost and expense, diligently prosecute, file and make (to the extent that it has not already done so) an application to register with all appropriate offices or agencies any of the Intellectual Property Collateral created, acquired or held by the Grantor now or in the future. (g) The Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks Copyrights, Patents and Patents material to Grantors’ businessTrademarks, (ii) use reasonable commercial its best efforts to detect infringements of the Copyrights, Patents and Trademarks and Patents, and promptly advise Noteholders the Secured Party in writing of material infringements detected and (iii) not allow any Trademarks and PatentsCopyright, material to Grantors’ business Patent or Trademark to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld, unless Grantors determine the Grantor determines that reasonable business practices suggest that abandonment is appropriate. (gh) Grantors In the event that the Grantor shall take register, seek to register, or apply for or seek issuance of any copyright, patent or trademark with the United States Copyright Office, the United States Patent and Trademark Office or any similar office or agency of any foreign country it shall: (i) no later than fifteen (15) business days' after such further actions registration or the filing of such an application, give notice to the Secured Party of such registration or the filing of such application and provide the Secured Party with a copy thereof; (ii) promptly upon the delivery by the Secured Party of a security agreement or such other documents as Noteholders the Secured Party may reasonably request from time in order to time to maintain and perfect or continue the perfection priority of Noteholders’ the Secured Party's security interest in the Collateral;Copyright, Patent or Trademark registered, execute the same; and (iii) promptly after such execution, record such security documents with the United States Copyright Office, the United States Patent and Trademark Office or any similar office or agency of any foreign country. The Grantor shall promptly provide to the Secured Party a copy of the Copyright, Patent or Trademark application(s) so filed, together with evidence of the recording of the security documents necessary for the Secured Party to maintain and perfect the priority of its security interest in such Copyright, Patent or Trademark. (hi) This IP Security Agreement createscreates and, and in the case of after acquired Collateral Intellectual Property Collateral, this IP Security Agreement will create, create at the time Grantors the Grantor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionIntellectual Property Collateral, in favor of Noteholders, the Secured Party a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States and throughout the world securing the payment and performance of the obligations evidenced by Secured Obligations upon making the Notes;filings referred to in clause (j) below. (ij) To its knowledge, except for, and upon, Except for the filing of appropriate UCC financing statements, and the filing with the United States Patent and Trademark Office (or other notice filings similar office or notations in agency of the appropriate foreign countries) with respect to the Patents and Trademarks and the filing offices, if with the Register of Copyrights (or similar office or agency of the appropriate foreign countries) with respect to the Copyrights necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. or foreign governmental authority or U.S. regulatory body is required either (ai) for the grant by Grantors the Grantor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Security Agreement by Grantors the Grantor in the U.S. or abroad or (bii) for the perfection in the United States or abroad or the exercise by Noteholders the Secured Party of their its rights and remedies thereunder;hereunder. (jk) All information heretofore, herein or hereafter supplied to Noteholders the Secured Party by or on behalf of Grantors the Grantor with respect to the Intellectual Property Collateral is true accurate and correct complete in all material respects. (kl) Grantors The Grantor shall not enter into any agreement that would materially impair or conflict with Grantors’ the Grantor's obligations hereunder without Noteholders’ the Secured Party's prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors The Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions provision that could or might in any way prevent the creation of a security interest in Grantors’ the Grantor's rights and interest in any property included that would fit within the definition of the Intellectual Property Collateral herein contained and that is acquired under such contractscontract. (m) Upon any officer of the Grantor obtaining actual knowledge thereof, the Grantor will promptly notify the Secured Party in writing of any event that adversely affects the value of any Intellectual Property Collateral, the ability of the Grantor to dispose of any Intellectual Property Collateral of the rights and remedies of the Secured Party in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

Covenants and Warranties. Grantors Assignor represents, warrants, covenants ------------------------- and agrees as follows: (a) Grantors are Assignor is now the sole owners owner of the Collateral, except for non- exclusive licenses granted by Grantors Assignor to their its customers and agreements with customers to share royalties in the ordinary course of business.; (b) Performance of this IP Agreement Assignment does not conflict with or result in a breach of any material agreement to which Grantors are Assignor is party or by which Assignor is bound., except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment; (c) During the term of this IP AgreementAssignment, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment; (d) To their its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors Assignor shall promptly advise Noteholders Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP AgreementAssignment; (f) Grantors Assignor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersAssignee, which shall not be unreasonably withheld, unless Grantors determine Assignor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors To the extent required in the Loan Agreement, Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Noteholders Assignee may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Assignee's interest in the Collateral; (h) This IP Agreement creates, and in None of the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority is presently subject to any security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced or mortgage granted by the NotesBorrower; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment by Grantors Assignor in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder;U.S. (j) All information heretofore, herein or hereafter supplied to Noteholders Assignee by or on behalf of Grantors Assignor with respect to the Collateral is true accurate and correct complete in all material respects. (k) Grantors Assignor shall not enter into any agreement that would materially impair or conflict with Grantors’ Assignor's obligations hereunder without Noteholders’ Assignee's prior written consent, which consent shall not be unreasonably withheld. Except as permitted Assignee agrees that non-exclusive licenses of the Collateral and royalty sharing agreements with customers of Assignor shall not be deemed to materially impair or conflict with Assignor's obligations under the Notes, Grantors this Agreement. Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ Assignor's rights and interest interests in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts. (l) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any Collateral, the ability of Assignor to dispose of any Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Pledgor represents, warrants, covenants and agrees as follows: (a) Grantors are a. Pledgor is now the sole owners owner of the Collateral, except for licenses granted by Grantors Pledgor to their its customers in the ordinary course of business.business and except for liens, encumbrances or security interests described in Exhibit D attached hereto; (b) b. Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are Pledgor is party or by which Pledgor is bound.; (c) c. During the term of this IP Agreement, Grantors Pledgor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Pledgor to its customers in the ordinary course of business or as otherwise permitted in this IP Agreementbusiness, copies of which Pledgor will provide from time to time to Secured Party at the request of Secured Party; (d) To their knowledge, each d. Each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party; (e) Grantors e. Pledgor shall promptly advise Noteholders Secured Party of any material change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Pledgor in or to any Trademark Trademark, Patent or Patent Copyright not specified in this IP Agreement; (f) Grantors f. Pledgor shall (ii.) protect, defend and maintain the validity and enforceability of the Trademarks Trademarks, Patents and Patents material to Grantors’ businessCopyrights, (ii.) use reasonable commercial its best efforts to detect infringements of the Trademarks Trademarks, Patents and Patents, Copyrights and promptly advise Noteholders Secured Party in writing of material infringements detected and (iii.) not allow any Trademarks and PatentsTrademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of the NoteholdersSecured Party, which shall not be unreasonably withheld; g. Pledgor shall not register any maskworks, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following: (gi) Grantors shall take providing Secured Party with at least fifteen (15) days’ prior written notice thereof; and (ii) providing Secured Party with a copy of the application for any such further actions as Noteholders may reasonably request from time to time registration. Pledgor irrevocably authorizes the Secured Party to perfect or continue the perfection of Noteholders’ its security interest in the Collateralany maskworks, software, computer programs, or other works of authorship registered by Pledgor; (h) h. This IP Agreement creates, and in the case of after acquired Collateral Collateral, this IP Agreement will create, create at the time Grantors Pledgor first has rights in such after acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesLoan Agreement upon making the filings referred to in clause 3.i below; (i) To its knowledge, except i. Except for, and upon, the filing of UCC financing statementswith the United States Patent and Trademark Office with respect to the Patents and Trademarks and the filing with the United States Copyright Office with respect to Copyrights, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, and, except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (ai.) for the grant by Grantors Pledgor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement or by Grantors in the U.S. Pledgor; or (bii.) for the perfection in the United States or the exercise by Noteholders Secured Party of their its rights and remedies thereunderhereunder; (j) j. All information heretofore, herein or hereafter supplied to Noteholders Secured Party by or on behalf of Grantors Pledgor with respect to the Collateral is true accurate and correct complete in all material respects.; (k) Grantors k. Pledgor shall not enter into any agreement that would materially impair or conflict with Grantors’ Pledgor’s obligations hereunder without Noteholders’ Secured Party’s prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors Pledgor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way impair or prevent the creation of a security interest in Grantors’ Pledgor’s rights and interest interests in any property included within the definition of the Collateral acquired under such contracts; and l. Pledgor will promptly notify Secured Party in writing of any event that materially adversely affects the value of any of the Collateral, the ability of Pledgor or Secured Party to dispose of any of the Collateral or the rights and remedies of Secured Party in relation thereto, including the levy of any legal process against any of the Collateral.