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 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’ Xxxxxxx’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 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 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 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 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 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 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 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 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 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 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 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.

Covenants and Warranties. Grantors 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) 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"), have been and shall be registered with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, prior to the date Assignor includes any such Receivables in the Borrowing Base, 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 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 representsThe Company and each Subsidiary represents and warrants to the Noteholder, warrants, and covenants and agrees with Noteholder as follows:follows for purposes of this Section 2 (the term “the Company” shall be deemed to refer to the Company and each Subsidiary): (a) Grantors are The Company is the sole owners owner of the Collateral, except for licenses granted by Grantors to their customers free and clear of any liens, security interests or other encumbrances other than the following liens (collectively, the “Permitted Liens”): (i) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business and securing amounts not yet due or declared to be due by the claimant thereunder, (ii) liens or security interests in favor of the Noteholder, (iii) zoning restrictions and easements, rights of way, licenses, covenants and other restrictions affecting the use of real property that do not individually or in the aggregate have a material adverse effect on Company’s ability to use such real property for its intended purpose in connection with Company’s business, (iv) liens securing the payment of taxes or other governmental charges not yet delinquent or being contested in good faith and by appropriate proceedings, (v) liens incurred or deposits made in the ordinary course of Company’s business in connection with capitalized leases or purchase money security interests for purchase of, and applying only to, equipment, (vi) deposits to secure performance of bids, trade contracts, leases and statutory obligations (to the extent not excepted elsewhere herein), (vii) liens set forth on Schedule B attached hereto; (viii) any lien arising out of the refinancing, extension, renewal or refunding of any indebtedness secured by any lien permitted by any of the foregoing sections (v) or (vi) provided that (a) such indebtedness is not secured by any additional assets and (b) the amount of such indebtedness is not increased; (ix) pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; (x) grants of security and rights of setoff in deposit accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, acceptance and other facilities; (xi) rights of setoff, banker’s lien and other similar rights arising solely by operation of law); and (xii) any Senior Debt. (b) Performance The execution and performance of this IP Agreement does not conflict with or result in a breach of of, in each case, in all material respects, any material agreement to which Grantors are the Company is bound.; (c) During the term of this IP Agreement, Grantors The Company will not transfer (i) change the location of its chief executive office or otherwise encumber other places of business or remove its books and records from such location, or (ii) remove any interest equipment or inventory from any location in the Collateral, which it may be located (except for licenses granted by Grantors sales in the ordinary course of business or as otherwise permitted to move such equipment and inventory to another location of Company, (c) change its identity or corporate structure to such an extent that any financing statement filed by or on behalf of Noteholder would become misleading, unless, in this IP Agreementeach of the foregoing cases the Company shall have given Noteholder at least 30 days prior written notice thereof in reasonable detail and shall do all things necessary to maintain the priority status of the security interest in the Collateral contemplated hereby; (d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid No security agreement or unenforceable, in whole financing statement with respect to all or in part, and no claim has been made in writing that any part of the Collateral violates is on file or of record in any public office, except security agreements or financing statements in respect of Permitted Liens. When appropriate financing statements have been filed by or on behalf of Noteholder against the rights Company, the security interest granted pursuant to this Agreement will constitute a perfected security interest (to the extent such liens can be perfected by filing) in the Collateral in favor of any third partythe Noteholder, which security interest will be prior to all other security interests in and liens on the Collateral (other than Permitted Liens) and which security interest is enforceable as such against all creditors of the Company (other than creditors of the Company who are holders of Permitted Liens); (e) Grantors shall advise Noteholders The Company agrees to pay, and to hold the Noteholder harmless from, any and all liabilities, costs and expenses: (i) with respect to fees, taxes or other costs incurred with respect to recording UCC financing statements and (ii) in connection with any of the transactions contemplated by this Agreement or the enforcement of Noteholders’ rights hereunder, except those liabilities, costs and expenses arising out of the gross or willful misconduct of Noteholder. In any suit, proceeding or action brought by the Noteholder under any account for any sum owing thereunder, or to enforce any provisions of any subsequent ownership right account for any sum owing thereunder, or to enforce any provisions of any account or contract, the Noteholder shall be indemnified by the Company from and against all expense, loss or damage suffered by the Noteholder in any such action, except for expenses, loss or damage arising out of the Grantors gross or willful misconduct of the Noteholder (in or the case of indemnified amounts which would otherwise be owing to any Trademark or Patent specified in this IP Agreementthe Noteholder); (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 the Noteholder by or on behalf of Grantors the Company with respect to the Collateral is true accurate and correct complete in all material respects.; (kg) Grantors Any subsidiary formed or acquired by the Company shall, upon the formation or acquisition thereof, join and be bound by this Agreement in the same manner and to the same extent as the Company; and (h) Other than Permitted Liens, neither the Company nor any Subsidiary shall not enter into any agreement that would materially impair grant or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not cause to 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 created a security interest in Grantors’ rights and any of its respective assets or the Collateral which is senior to or granted a priority greater than the security interest granted hereunder; further, in the event that a Permitted Lien as provided in Section 2A(vi) expires, terminates or is discharged, neither the Company nor any Subsidiary shall grant a security interest in their assets to any property included within person which is not subordinate in right of payment and collection to the definition security interest of the Collateral acquired under such contractsNoteholder.

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 representsWith respect to any ground or ------------ ------------------------- underlying leases, warrantsmortgages, covenants deeds of trust, security agreements or other encumbrances affecting the Project, Owner agrees to use all commercially reasonable efforts to secure for Manager's benefit a non-disturbance agreement (in form and substance satisfactory to Manager) to the effect that this Agreement shall not be subject to forfeiture or termination except in accordance with the provisions hereof, notwithstanding a default, termination, foreclosure or exercise of a power of sale with respect to any such lease or encumbrance. Owner further warrants that, so long as Manager shall not be in default hereunder, Manager shall be entitled to operate the Project for the Term, and Owner shall, at no expense to Manager, undertake and prosecute all appropriate actions, judicial or otherwise, required to assure such right of operation to Manager. Owner further agrees as followsthat it shall do the following, except to the extent that any failure to do so could not reasonably be expected to materially and adversely affect the operation of the Project by Manager or result in any failure to pay amounts due, or otherwise provide funds, to Manager hereunder: (a) Grantors are Keep and maintain, or cause to be kept and maintained, any leases covering real or personal property or other agreements necessary to the sole owners ownership or control of the CollateralProject, except for licenses granted or any part thereof, in full force and effect and free from default, and in this connection Owner shall pay and discharge, or cause to be paid and discharged, any ground rents or other rental payments or other charges payable by Grantors to their customers Owner in respect of the ordinary course of business.Project; (b) Performance of this IP Agreement does not conflict Observe, or cause to be observed, and comply with or result in a breach of cause to be complied with, any material agreement and all other liens, encumbrances, covenants, charges, burdens or restrictions pertaining to which Grantors are bound.the Project or any part thereof; (c) During Fully comply with the term terms and provisions of this IP Agreement, Grantors will not transfer all documents and instruments evidencing or securing any Mortgages or other loans secured by an interest in or otherwise encumber any interest in related to the Collateral, except for licenses granted by Grantors in ownership or operation of the ordinary course of business Project and all other agreements (whether written or as otherwise permitted in this IP Agreementoral) to which Owner is a party; (d) To their knowledgePay all Impositions prior to delinquency, each and upon request of Manager, furnish Manager with evidence that all such Impositions have been so paid; provided, however, that Owner shall have the right to contest in good faith the validity or amount of any Impositions by appropriate proceedings, so long as such proceedings do not interfere with the operation of the Patents is valid and enforceable, and no part Hotel or result in a default under any Mortgage or any loans secured by an interest in or otherwise related to the ownership or operation of the Collateral has been judged invalid Project or unenforceableany ground lease affecting the Project and provided, in whole further, that during the time any such contest is pending, Owner shall pay all Impositions being contested unless collecting or in part, and no claim has been made in writing that any part of the Collateral violates the rights enforcement of any third party;lien securing payment thereof is effectively stayed during such pendency; and Management Agreement (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 Obtain and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ businessin good standing all Governmental Permits, (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 except those which under applicable Legal Requirements are required 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 appropriateobtained and maintained by Manager. (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 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 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 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 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; (fg) 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 Noteholders, which shall not be unreasonably withheld, unless Grantors determine that in its reasonable business practices suggest judgment Grantor believes that abandonment it is appropriate. (g) Grantors shall take such further actions as Noteholders may reasonably request from time advantageous to time to perfect or continue the perfection of Noteholders’ interest in the Collateraldo so; (h) 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 give Secured Party 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. Upon filing any such applications or registrations with the United States Copyright Office, Grantor shall promptly provide Secured Party with a copy of such applications or registrations and the date of such filing. (i) 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 (subject to Permitted Liens) 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 thereunderLoan Agreements; (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 and normal course of business.business as now conducted; (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 as assignment; (c) During the term of this IP AgreementAssignment, Grantors Assignor will not transfer sell, transfer, assign or otherwise encumber any interest in the Collateral, except for (i) non-exclusive licenses granted by Grantors Assignor in the ordinary and normal course of its business as now conducted or as otherwise permitted set forth in this IP Agreement;Assignment and (ii) subject to Assignor's execution of appropriate documents, in form acceptable to Assignee, to perfect or continue the perfection of Assignee's interest in the Collateral, transfers to affiliates of Assignor, (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 changes in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Copyright, Patent or Trademark or Patent not specified in this IP AgreementAssignment; (f) Grantors Assignor 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 Assignee 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 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 Assignor's material Copyrights, if not so already registered as Assignee 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 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 all present or future indebtedness, obligations and liabilities of Assignor to Assignee, 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(i) below, subject only to Permitted Liens (as defined in the Loan Agreement); (i) 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 California 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 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. United States or (b) 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; and (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 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 licenser'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 nay party of the Collateral violates the rights of any third party; (e) 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; (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 to 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, 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 Exhibit 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 addiitonal 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 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 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 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 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 (i) non-exclusive licenses granted by Grantors Grantor to their its customers in the ordinary course of business.business and (ii) the rights of the holders of Series X Convertible Preferred Stock of Grantor, as set forth in the Grantor’s Amended and Restated Certificate of Incorporation; (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 non-exclusive licenses granted by Grantors Grantor in the ordinary course of business or as otherwise permitted set forth in this IP 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; (d) Grantor shall deliver to Secured Party within thirty (30) days of the last day of each fiscal quarter in which there is a change or update to the reported contents from the previous 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 (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 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 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) 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.; (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, 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 Borrowers' obligations under the Loan Agreement or 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 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; (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 Debtor represents, warrants, covenants and agrees as follows: (a) Grantors are Debtor is now the sole owners owner of the Collateral, except for licenses granted by Grantors that Debtor does not own the intellectual property rights in any portion of the Debtor's software products that now or hereafter is licensed from a third party ("Third Party Code"). Debtor has adequate license rights to their customers in make the ordinary course uses it makes of business.such Third Party Code, but does not have the right to grant Secured Party ownership, use or distribution rights to such Third Party Code; (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 Collateral, except for licenses granted by Grantors as currently provided in the Specified Senior Indebtedness Agreement (as defined in the Note). Unless otherwise provided in the Loan Documents, Debtor retains the right to sell, transfer, license and assign rights in its Intellectual Property (as defined below) in the ordinary course of Debtor's business or as otherwise permitted in this IP Agreementapproved by Debtor's Board of Directors; (d) To their its knowledge, as of the date of this Security Agreement each of the Patents is valid and enforceable, and there are no part of Patents, Trademarks or Copyrights (collectively, the Collateral has "Intellectual Property") which have been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral Intellectual Property violates the rights of any third partyparty other than Secured Party; (e) Grantors Debtor shall promptly advise Noteholders Secured Party of any subsequent ownership right new products or major new releases of its software products that it makes generally available to its customers (collectively, the Grantors "Releases") and of any patents that issue in the name of Debtor or that are assigned to any Trademark or Patent specified in this IP AgreementDebtor; (f) Grantors Debtor shall (i) use its best efforts as its Board of Directors determines appropriate to protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts Intellectual Property 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.infringements; (g) Grantors Debtor shall take such further actions as Noteholders may reasonably request from time promptly register the copyright to time to perfect or continue each new Release with the perfection of Noteholders’ interest in the CollateralU.S. Copyright Office; (h) This IP Security Agreement creates, and in the case of after acquired Collateral Collateral, this IP Security Agreement will create, create at the time Grantors Debtor first has rights in such after after- acquired Collateral and Noteholders have taken all actions required for perfectionCollateral, in favor of Noteholders, Secured Party a valid and properly perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of all present or future Obligations of Debtor to Secured Party, including, without limitation, such Obligations under the obligations evidenced by Note and the Notesother Loan Documents, upon making the filings referred to in Section 3(i) below, subject only to any Permitted Liens; (i) To its knowledgeknowledge as of the date of this Security Agreement, 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 California Secretary of State, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests and mortgage 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 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 Debtor with respect to the Collateral is true accurate and correct complete in all material respects.; (k) 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 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; and (1) 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 Collateral, the ability of Debtor 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. Debtor shall have no obligation to notify Secured Party of market changes that could materially adversely affect the value of the Debtor's Intellectual Property, including but not limited to the introduction of competitive products.

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 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 or in the Permitted Liens; (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 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. Assignor shall, and shall cause its Subsidiaries to promptly Register and record all newly created or acquired Patents and Trademarks with the United States Commission of Patents and Trademarks; (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 of the priority specified in the Intercreditor Agreement in the Collateral in the United States securing the payment and performance of the obligations evidenced by under the NotesCredit Agreement and the Loan Documents (as defined in the Credit Agreement) upon making the filings referred to in clause (i) 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 with the United States Patent and Trademark office with respect to the Patents and Trademarks and the United States Copyright Office 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 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 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, and with respect to such information prepared by a third party, to the best knowledge of the Assignor for which such information was prepared, such information is accurate and 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. (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 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 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 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 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; (fg) 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 that reasonable business practices suggest that abandonment is appropriate.; (gh) 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; (ii) all registerable intellectual property rights Grantor has developed as of the date of this Agreement but heretofore failed to register, within thirty (30) days of the date of this Agreement; and (iii) 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 and prior to Grantor's use of such product (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. Grantor shall give Secured Party notice of all such applications or registrations; (hi) 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 thereunderLoan Agreement; (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 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 The Company represents, warrants, covenants and agrees as follows: (ai) Grantors are The Company is the sole owners owner of the Collateral, except for licenses granted by Grantors free and clear of any liens, security interests or other encumbrances (other than liens solely on specific equipment subject to their customers equipment leases (such equipment having a fair market value of not more than $500,000 in the ordinary course of business.aggregate)) (collectively, the "Permitted Liens"); (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 bound.; (ciii) During the term of this IP Agreement, Grantors The Company will not transfer (i) change the location of its chief executive office or otherwise encumber other places of business or remove its books and records from such location, or (ii) remove any interest equipment or inventory from any location in the Collateral, which it may be located (except for licenses granted by Grantors sales in the ordinary course of business business), (c) change its identity or as otherwise permitted corporate structure to such an extent that any financing statement filed by or on behalf of the Note Holders would become misleading, unless, in this IP Agreementeach of the foregoing cases the Company shall have given the Agent and the Note Holders at least 30 days prior written notice thereof in reasonable detail and shall do all things necessary to maintain the first priority status of the Note Holders' security interest in the Collateral contemplated hereby; (div) To their knowledgeIf any Event of Default (as defined in the Notes) shall occur, each the Note Holders may exercise any and all rights and remedies of a secured party after default under the Patents is valid and enforceable, and no part of the Collateral has been judged invalid UCC; (v) No security agreement or unenforceable, in whole financing statement with respect to all or in part, and no claim has been made in writing that any part of the Collateral violates is on file or of record in any public office, except security agreements or financing statements in respect of Permitted Liens. When appropriate financing statements have been filed by or on behalf of the rights Note Holders against the Company, the security interest granted pursuant to this Agreement will constitute a perfected security interest (to the extent such liens can be perfected by filing) in the Collateral in favor of any third partythe Note Holders, which security interest will be prior to all other security interests in and liens on the Collateral (other than Permitted Liens) and which security interest is enforceable as such against all creditors of the Company; (evi) Grantors shall advise Noteholders of The Company agrees to pay, and to hold the Note Holders and the Agent harmless from any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement;and all liabilities, costs and expenses (including without limitation, reasonable legal fees and expenses) (f) Grantors shall (i) protectwith respect to fees, defend taxes or other costs incurred with respect to recording UCC financing statements and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements in connection with any 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 transactions contemplated by this Agreement or dedicated to the public without the written consent enforcement of the NoteholdersAgent's or the Note Holders' rights hereunder, which except those liabilities, costs and expenses arising out of the gross misconduct of the Agent or the Note Holders. In any suit, proceeding or action brought by the Agent or Note Holders under any account for any sum owing thereunder, or to enforce any provisions of any account for any sum owing thereunder, or to enforce any provisions of any account or contract, the Agent and Note Holders shall not be unreasonably withheldindemnified by the Company from and against all expense, unless Grantors determine that reasonable business practices suggest that abandonment is appropriate. loss or damage suffered by the Agent and Note Holders in any such action, except for expenses, loss or damage arising out of the gross misconduct of the Agent or the Note Holders (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 indemnified amounts which would otherwise be owing to 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 Agent or the Collateral in the United States securing the payment and performance of the obligations evidenced by the NotesNote Holders); (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; (jvii) All information heretofore, herein or hereafter supplied to Noteholders the Agent and Note Holders by or on behalf of Grantors the Company with respect to the Collateral is true accurate and correct complete in all material respects.; and (kviii) Grantors shall not enter into any agreement that would materially impair Any subsidiary formed or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consentacquired by the Company shall, which consent shall not upon the formation or acquisition thereof, join and be unreasonably withheld. Except bound by this Agreement in the same manner and to the same extent 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 contractsCompany.

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 non-exclusive licenses granted by Grantors Debtor to their its customers in the ordinary and normal course of business.business as now conducted; (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., 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 is deemed an assignment under such agreements; (c) During the term of this IP Security Agreement, Grantors Debtor will not transfer sell, transfer, assign or otherwise encumber any interest in the 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 set forth in this Security Agreement 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 Collateral, transfers to affiliates of Debtor (iii) exclusive licenses with respect to certain geographies outside the United States and granted in the ordinary course of business or as otherwise permitted and (iv) exclusive licenses in this IP Agreementfields of use that are not related to Borrower’s primary business; (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 Debtor shall promptly advise Noteholders Lender of any material changes in the composition of the Collateral, 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 Debtor shall (i) protect, defend and maintain the validity and enforceability of the Copyrights, Patents and Trademarks and Patents material to Grantors’ Borrower’s business, (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 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.and

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.business and except for liens, encumbrances or security interests described in Schedule 3 attached hereto; ---------- (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.; (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 in this IP Agreementbusiness; (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 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 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;Collateral to perfect or continue the perfection of Assignee's interests in the collateral at Assignor's sole expense. -------------------------- (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 the NotesNote 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 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 Assignor of the security interest granted hereby, hereby or for the execution, delivery or performance of this IP Agreement Assignment 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 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 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 Grantor or its subsidiaries are now the sole owners owner of the Collateral, except for licenses granted by Grantors Grantor and or its corporate subsidiary entities 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 Grantor will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors Grantor to its affiliated entities or in the ordinary course of business or as otherwise permitted set forth in this IP Agreement; (de) To their its knowledge, except as set forth on the schedule attached hereto, 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 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 or trademarks and the status of any outstanding applications or registrations and a list of any patents or trademarks that have been abandoned or have not been renewed. 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 or Patent not specified in this IP Agreement; (fg) Grantors Except as otherwise specifically set forth herein, Grantor shall use commercially reasonable efforts (including consistent with Grantor's past practice) to (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 or Patents 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 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 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 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 or transfers constituting Permitted Liens; (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, except for that certain claim regarding the Hedgxxxx Xxxents; (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 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. Assignor shall, and shall cause its Subsidiaries to, promptly Register and record all newly created or acquired Patents and Trademarks with the United States Commissioner of Patents and Trademarks; (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 of the priority specified in the Intercreditor Agreement in the Collateral in the United States securing the payment and performance of the obligations evidenced by under the NotesCredit Agreement and the Loan Documents (as defined in the Credit Agreement) upon making the filings referred to in clause (i) 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 with the United States Patent and Trademark office with respect to the Patents and Trademarks and the United States Copyright Office 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 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 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, and with respect to such information prepared by a third party, to the best knowledge of the Assignor for which such information was prepared, such information is accurate and 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. (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 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 are all registered 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 Collateral, except for (i) exclusive or non-exclusive licenses or sublicenses granted by Grantors to their customers Grantor in the ordinary course of business. business and (bii) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound. (c) Permitted Liens; 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; (d) ; To their its knowledge, each of the granted 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 shall advise Noteholders of any subsequent ownership right days of the Grantors last day of each fiscal quarter, a report signed by Grantor, in form reasonably acceptable to Secured Party, listing any Patents, Trademarks and Copyrights granted by the U.S. Patent & Trademark Office or the U.S. Copyright Office during such fiscal quarter; Grantor shall 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 Trademarks, Patents and Patents material to Grantors’ business, Copyrights and (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 Patentsmaterial Trademarks, material to Grantors’ business Patents or Copyrights to be abandoned, forfeited or dedicated to the public without unless Borrower deems it to be in the written consent best interest of Borrower’s business; 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; (h) This IP Agreement creates, . Grantor shall give Secured Party notice of all such applications or registrations; and Except in the case ordinary course of after acquired Collateral this IP Agreement will createbusiness, 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 in the Notesordinary course of business, 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 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 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 or transfers constituting Permitted Liens; (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 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. Assignor shall, and shall cause its Subsidiaries to, promptly Register and record all newly created or acquired Patents and Trademarks with the United States Commissioner of Patents and Trademarks; (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 of the priority specified in the Intercreditor Agreement in the Collateral in the United States securing the payment and performance of the obligations evidenced by under the NotesCredit Agreement and the Loan Documents (as defined in the Credit Agreement) upon making the filings referred to in clause (i) 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 with the United States Patent and Trademark office with respect to the Patents and Trademarks and the United States Copyright Office 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 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 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 shall not enter into any agreement that would materially impair or conflict , and with Grantors’ obligations hereunder without Noteholders’ prior written consentrespect to such information prepared by a third party, which consent shall not be unreasonably withheld. Except as permitted under to 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 best knowledge of the Collateral acquired under such contracts.Assignor

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 Borrower represents, warrants, covenants warrants and agrees as follows: (a) Grantors are the sole owners of the CollateralAll information given to Bank in order to support Borrower's loan request, except for licenses granted and all information set forth in any financial statements given by Grantors Borrower, and Guarantors to their customers in the ordinary course of business.Bank, is true, correct and complete; (b) Performance MM, MMT and MHC are and will continue to be corporations duly organized and validly existing under the laws of this IP Agreement does not conflict with or result in a breach the State of any material agreement to which Grantors are bound.Arizona; (c) During the term of Borrower has full power to enter into this IP Agreement and to perform all obligations herein contained and contemplated; (d) This Agreement, Grantors the Notes, the Deed of Trust, and all other documents executed by Borrower in favor of Bank (i) are and will be in all respects legal, valid, and binding, (ii) are enforceable against Borrower according to their terms, and (iii) will grant to Bank a direct, valid and enforceable first lien upon the Property; (e) The consummation of the transactions hereby contemplated and the performance of the obligations of the Borrower hereunder and by virtue of the Loans and the Deed of Trust will not transfer result in any breach of, or otherwise encumber constitute a default under any interest mortgage, deed of trust, lease, loan or credit agreement, articles of incorporation, bylaws or other instrument to which Borrower is a party or by which it may be bound or affected; (f) There are no actions, suits or proceedings pending, or to the knowledge of Borrower threatened, against or affecting it or the Guarantors, or involving the validity or enforceability of the Loans or the Deed of Trust, or the priority of the liens thereof, at law or in equity, or before or by any governmental authority, and Borrower is not in default with respect to any order, writ, injunction or decree of any court or any governmental authority; (g) All financial statements provided and to be provided hereunder have been and shall be prepared in accordance with generally accepted accounting principles consistently applied. Borrower warrants and represents as to each such financial statement that (h) All utility services will be available on the CollateralLots, and Borrower has obtained all necessary permits and permissions required from all governmental and other authorities for access to and use of such services in connection with the development; (i) There is no delinquent tax or delinquent assessment respecting any Lot; (j) All applicable requirements of local, Arizona, and federal law relating to the subdivision involved and the sale of homes therein have been complied with, or will be complied with at the time such compliance is required by law; (k) There are no restrictions or zoning regulations which will restrict or prevent the proposed construction on and use of the Lots; (l) The plans and specifications for the Homes to be constructed on the Lots which Borrower delivers to Bank hereunder shall be true and correct copies of the plans and specifications used in construction, and Borrower hereby certifies that said plans and specifications are identical to those used in preparation of the appraisal reports referred to above; (m) Borrower has received no notice of and to the best of its knowledge there is no violation of any law, municipal ordinance or order, or any requirement of the State of Arizona, or any municipal department or governmental authority, which violation relates to or affects the Lots or the Homes to be constructed thereon; (n) All building permits required for construction of Homes in accordance with the plans and specifications will be or have been obtained, and copies of such building permits will be delivered promptly to Bank if requested; (o) Borrower is and will at all times continue to be the lawful owner of each Lot, except for licenses granted by Grantors sales made in the ordinary course of business for a full and fair consideration. Borrower will not create or as otherwise permitted suffer to exist any mortgage, pledge, lien, charge, encumbrance or security interest in this IP Agreementor upon any Lot except for Bank's liens; (dp) To their knowledge, each Within 30 days following the end of the Patents is valid relevant quarter, Borrower shall furnish Bank with Borrower's quarterly compiled financial statements prepared on an accrual basis in accordance with genera1ly accepted accounting principles and enforceablework in progress reports furnished to Bank (within 30 days following the end of the relevant quarter,) and (q) All financial statements delivered to Bank by the Guarantors fairly represent the financial condition of the Guarantors at the times and for the periods therein stated; and since the date of these financial statements, there has been no material change in the financial condition or any other status of any Guarantor. Within 30 days following Borrowers fiscal year end, Borrower shall cause each Guarantor to provide its financial statement to Bank, in form satisfactory to Bank, and no part all such statements shall indicate all assets held in trust. Guarantors shall further provide Bank with personal income tax returns and schedules, signed and dated, within 30 days 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 partyrequired filing dates; (er) Grantors Borrower has filed all tax returns and reports required by law to be filed and all taxes, fees, assessments, and other governmental charges upon Borrower or upon any of its properties or income that are due and payable have been paid; Within 30 days from the required filing date, Borrower shall advise Noteholders provide Bank with copies of any subsequent ownership right all federal and state income tax returns and schedules signed and dated by an Officer of Borrower, (s) MHC is and will at all times continue to be in compliance with all covenants contained in the Grantors Indenture and all other documents relating to the $8,000,000.00 in or Senior Subordinated Notes issued by MHC on October 11, 1994. (t) Upon request from Bank, at least quarterly, Borrower shall certify in writing to any Trademark or Patent specified Bank that it is in this IP Agreementcompliance with the warranties and covenants contained herein; (fu) 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 Borrower will immediately inform Bank in writing of any litigation threatened or instituted which might have a material infringements detected and (iii) not allow adverse affect upon any Trademarks and PatentsLot or the financial condition of Borrower or Guarantors and, material at Bank's request, will furnish to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent Bank a summary 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 all such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collaterallitigation; (hv) This IP Agreement createsBorrower will promptly inform Bank of the occurrence of any Event of Default or event which with the giving of notice or passage of time or both would be an Event of Default hereunder, and in and (w) Each of the case warranties made by Borrower herein shall be considered to have been made again as 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 Borrower delivers to Bank a request 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 an advance under the Notes, Grantors shall not permit the inclusion in any material contract Loans or Bank makes an advance pursuant 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 contractsthis Agreement.

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 non-exclusive licenses granted by Grantors Debtor to their its customers in the ordinary and normal course of business.business as now conducted; (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., 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 is deemed an assignment under such agreements; (c) During the term of this IP Security Agreement, Grantors Debtor will not transfer sell, transfer, assign or otherwise encumber any interest in the 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 set forth in this Security Agreement 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 Collateral, transfers to affiliates of Debtor (iii) exclusive licenses with respect to certain geographies outside the United States and granted in the ordinary course of business or as otherwise permitted and (iv) exclusive licenses in this IP Agreementfields of use that are not related to Borrower’s primary business; (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 Debtor shall promptly advise Noteholders Lender of any material changes in the composition of the Collateral, 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 Debtor shall (i) protect, defend and maintain the validity and enforceability of the Copyrights, Patents and Trademarks and Patents material to Grantors’ Borrower’s business, (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’ Borrower’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 Debtor determines that reasonable business practices suggest that abandonment is appropriate.; (g) Grantors 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 (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 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 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 California Secretary of State, 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 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; (ji) All information heretofore, herein or hereafter supplied to Noteholders Lender by or on behalf of Grantors Debtor with respect to the Collateral is true accurate and correct complete in all material respects.; (kj) 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 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 Collateral acquired under such contracts; and (k) 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 Collateral, the ability of Debtor to dispose of any Collateral or the rights and remedies of Lender 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 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) 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 as assignment; (c) During the term of this IP AgreementAssignment, Grantors Assignor will not transfer or otherwise encumber any interest in the Collateral, except for (i) non-exclusive licenses granted by Grantors Assignor in the ordinary course of business or as otherwise permitted set forth in this IP AgreementAssignment and (ii) subject to Assignor's execution of appropriate documents, in form acceptable to Assignee, to perfect or continue the perfection of Assignee's interest in the Collateral, transfers to affiliates of Assignor; (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 changes in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantors Assignor in or to any Copyright, Patent or Trademark or Patent not specified in this IP AgreementAssignment; (f) Grantors Assignor 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 Assignee 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 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 Assignor's material Copyrights, if not so already registered, as Assignee 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 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 the NotesLoan Agreement upon making the filings referred to in SECTION 3(i) below, subject only to Permitted Liens (as defined in the Loan Agreement); (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. United States governmental authority or U.S. United States 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. United States 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 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 Pledgor represents, warrants, covenants and agrees as follows: (a) Grantors are a. Pledgor is now the sole owners owner of the Collateral, except for non-exclusive 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 non-exclusive licenses granted by Grantors in Pledgor, copies of which Pledgor will provide from time to time to Secured Party at the ordinary course request of business or as otherwise permitted in this IP AgreementSecured 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 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; 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; (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 Pledgor 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) 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 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 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. Upon any officer of Pledgor obtaining knowledge thereof, 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.

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 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 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 patents, copyrights or trademarks and the status of any outstanding applications or registrations. Pledgor shall promptly advise Noteholders Lender of any material change in the composition of the Intellectual Property 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 (i) exercise commercially reasonsable efforts to protect, defend and maintain the validity and enforceability of the Trademarks and Patents material to Grantors’ businessCopyrights, Patents, Trademarks, or Domain Names, detect CAsaIP (iirev. 12.05.2013 sf) use reasonable commercial efforts to detect Page 2 Initial Here JC 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 NotesLoan Agreement 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 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 Agreement; (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 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 Documents 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 Debtor represents, warrants, covenants and agrees as follows: (a) Grantors are Debtor is now the sole owners owner of the Collateral, except for non-exclusive licenses granted by Grantors Debtor to their its customers in the ordinary and normal course of business.business as now conducted; (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., 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 as assignment; (c) During the term of this IP Security Agreement, Grantors Debtor will not transfer sell, transfer, assign or otherwise encumber any interest in the 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 IP AgreementSecurity Agreement and (ii) subject to Debtor's execution of appropriate documents, in form acceptable to Bank, to perfect or continue the perfection of Bank's interest in the Collateral, transfers to affiliates of Debtor; (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 Debtor shall promptly advise Noteholders Bank of any material changes in the composition of the Collateral, 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 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 Bank 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 NoteholdersBank, which shall not be unreasonably withheld, unless Grantors determine Debtor determines 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 Bank 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 Bank may reasonably request from time to time to perfect or continue the perfection of Noteholders’ Bank's interest in the Collateral; (h) This IP Security Agreement creates, and in the case of after acquired Collateral 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 perfectionCollateral, in favor of Noteholders, Bank a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of all present or future indebtedness, obligations and liabilities of Debtor to Bank, 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(i) below, subject only to Permitted Liens (as defined in the Loan Agreement); (i) 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 California Secretary of State, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests and assignment as collateral 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 Bank of their its rights and remedies thereunderhereunder; (j) All information heretofore, herein or hereafter supplied to Noteholders Bank by or on behalf of Grantors Debtor with respect to the Collateral is true accurate and correct complete in all material respects.; (k) Grantors Debtor shall not enter into any agreement that would materially impair or conflict with Grantors’ Debtor's obligations hereunder without Noteholders’ Bank'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 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; and (l) Upon any executive officer of Debtor obtaining actual knowledge thereof, Debtor will promptly notify Bank in writing of any event that materially adversely affects the value of any Collateral, the ability of Debtor to dispose of any Collateral or the rights and remedies of Bank in relation thereto, including the levy of any legal process against any of the Collateral.

Covenants and Warranties. Grantors Borrower represents, warrants, covenants warrants and agrees as follows: (a1) Grantors All information given to Bank in order to support Borrower's loan request, and all information set forth in any financial statements given by Borrower, and Guarantors to Bank, is true, correct and complete; (2) MMI, MMT and MHC are and will continue to be corporations duly organized and validly existing under the sole owners laws of the CollateralState of Arizona; (3) Borrower has full power to enter into this Agreement and to perform all obligations herein contained and contemplated; (4) This Agreement, the Notes, the Deeds of Trust, and all other documents executed by Borrower in favor of Bank (i) are and will be in all respects legal, valid, and binding, (ii) are enforceable against Borrower according to their terms, and (iii) will grant to Bank a direct, valid and enforceable first lien upon the Lots; (5) The consummation of the transactions hereby contemplated and the performance of the obligations of the Borrower hereunder and by virtue of the Loans and the Deeds of Trust will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, loan or credit agreement, articles of incorporation, bylaws or other instrument to which Borrower is a party or by which it may be bound or affected; (6) There are no actions, suits or proceedings pending, or to the knowledge of Borrower threatened, against or affecting it or the Guarantors, or involving the validity or enforceability of the Loans or the Deeds of Trust, or the priority of the liens thereof, at law or in equity, or before or by any governmental authority, and Borrower is not in default with respect to any order, writ, injunction or decree of any court or any governmental authority; (7) All financial statements provided and to be provided hereunder have been and shall be prepared in accordance with generally accepted accounting principles consistently applied. Borrower warrants and represents as to each such financial statement that it fairly presents the financial condition of Borrower and that since the date of such financial statement there has been no material adverse change in the financial condition of Borrower. Bank or its agents shall have the right without hindrance or delay to inspect, check, audit and make extracts from Borrower's books, records and accounts including without limitation all journals, orders, receipts and any correspondence and other data relating to the books, records and accounts. Bank, or any persons designated by it, shall have the right to make such verifications concerning Borrower's businesses as Bank may consider reasonable under the circumstances; (8) All utility services are available on the Lots, and Borrower has obtained all necessary permits and permissions required from all governmental and other authorities for access to and use of such services in connection with the construction of Homes and the Permitted Model Homes; (9) There is no delinquent tax or delinquent assessment respecting any Lot; (10) All applicable requirements of local, Arizona, and federal law relating to the subdivision involved and the sale of homes therein have been complied with, or will be complied with at the time such compliance is required by law; (11) There are no restrictions or zoning regulations which will restrict or prevent the proposed construction on and use of the Lots; (12) The plans and specifications for the Homes and Permitted Model Homes to be constructed on the Lots which Borrower delivers to Bank hereunder shall be true and correct copies of the plans and specifications used in construction, and Borrower hereby certifies that said plans and specifications are identical to those used in preparation of the appraisal reports referred to above; (13) Borrower has received no notice of and to the best of its knowledge there is no violation of any law, municipal ordinance or order, or any requirement of the State of Arizona, or any municipal department or governmental authority, which violation relates to or affects the Lots or the Homes and Permitted Model Homes to be constructed thereon; (14) All building permits required for construction of Homes and Permitted Model Homes in accordance with the plans and specifications will be or have been obtained, and copies of such building permits will be delivered promptly to Bank if requested; (15) At all times following their acquisition by Borrower pursuant to the Option Agreements, Borrower will continue to be the lawful owner of each such Lot, 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 sales made in the ordinary course of business for a full and fair consideration. Borrower will not create or as otherwise permitted suffer to exist any mortgage, pledge, lien, charge, encumbrance or security interest in this IP Agreementor upon any Lot upon which a Deed of Trust has been recorded except for Bank's liens; (d16) To their knowledge, each Within 30 days following the end of the Patents is valid relevant quarter, Borrower shall furnish Bank with Borrower's quarterly compiled financial statements prepared on an accrual basis in accordance with generally accepted accounting principles and enforceable, and no part work in progress reports furnished to Bank (within 30 days following the end of the Collateral has been judged invalid relevant quarter,) and prepared by a certified public accountant or unenforceable, internally prepared and signed by either Willxxx Xxxxxxxx xx Stevx Xxxxxx xx officers of Borrower. Such statements shall consist of a balance sheet and profit and loss statement in whole or such reasonable detail as Bank may request. Borrower shall furnish Bank with Borrower's annual audited financial statements within 90 days after the end of Borrower's fiscal year prepared by a certified public accountant acceptable to Bank and on an accrual basis in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third partyaccordance with generally accepted accounting principles; Borrower further authorizes Bank to discuss such financial statements with Borrower's CPA; (e17) Grantors shall advise Noteholders All financial statements delivered to Bank by the Guarantors fairly represent the financial condition of the Guarantors at the times and for the periods therein stated; and since the date of these financial statements, there has been no material change in the financial condition or any other status of any subsequent ownership right Guarantor. Within 30 days following Borrower's fiscal year end, Borrower shall cause each Guarantor to provide its financial statement to Bank, in form satisfactory to Bank, and all such statements shall indicate all assets held in trust. (18) Borrower has filed all tax returns and reports required by law to be filed and all taxes, fees, assessments, and other governmental charges upon Borrower or upon any of its properties or income that are due and payable have been paid; Within 30 days from the Grantors in or to any Trademark or Patent specified in this IP Agreementrequired filing date, Borrower shall provide Bank with copies of all federal and state income tax returns and schedules signed and dated by an Officer of Borrower; (f19) Grantors MHC is and will at all times continue to be in compliance with all covenants contained in the Indenture and all other documents relating to the $8,000,000.00 in Senior Subordinated Notes issued by MHC on October 11, 1994. (20) Upon request from Bank, at least quarterly, Borrower shall certify in writing to Bank that it is in compliance with the warranties and covenants contained herein; (i21) 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 Borrower will immediately inform Bank in writing of any litigation threatened or instituted which might have a material infringements detected and (iii) not allow adverse affect upon any Trademarks and PatentsLot or the financial condition of Borrower or Guarantors and, material at Bank's request, will furnish to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent Bank a summary 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 all such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collaterallitigation; (h22) This IP Agreement creates, and in Borrower will promptly inform Bank of the case occurrence of after acquired Collateral this IP Agreement will create, at any Event of Default or event which with the giving of notice or passage of time or both would be an Event of Default hereunder; and (23) Each of the warranties made by Borrower herein shall be considered to have been made again as of the time Grantors first has rights in such after acquired Collateral and Noteholders have taken all actions required Borrower delivers to Bank a request 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 an advance under the Notes, Grantors shall not permit the inclusion in any material contract Loans or Bank makes an advance pursuant 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 contractsthis Agreement.

Covenants and Warranties. Grantors Grantor represents, warrants, covenants and agrees as follows: (a) Grantors are Except as set forth in the Perfection Certificate, 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; 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 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 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 or transfers constituting Permitted Liens; (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 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. Assignor shall, and shall cause its Subsidiaries to, promptly Register and record all newly created or acquired Patents and Trademarks with the United States Commissioner of Patents and Trademarks; (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 of the priority specified in the Intercreditor Agreement in the Collateral in the United States securing the payment and performance of the obligations evidenced by under the NotesCredit Agreement and the Loan Documents (as defined in the Credit Agreement) upon making the filings referred to in clause (i) 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 with the United States Patent and Trademark office with respect to the Patents and Trademarks and the United States Copyright Office 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 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 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, and with respect to such information prepared by a third party, to the best knowledge of the Assignor for which such information was prepared, such information is accurate and 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. (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 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. *, OR WAS AN EMPLOYEE, (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. *, OR APPLICATION FOR SUCH REGISTRATION HAS BEEN OR SHALL BE MADE, **, AND RECEIPTS OR OTHER EVIDENCE OF THE APPLICATIONS THEREOF, (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 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;; *, TO THE BEST OF ASSIGNOR'S KNOWLEDGE, (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;; *MAKE APPLICATION TO (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, warrantswarrants to, and covenants and agrees with Secured Party, as follows: (a) Grantors are Except as set forth in the Assignment Agreement or in this Security Agreement, Debtor is and will continue to be the sole owners and exclusive owner of the Collateralentire legal and beneficial right, title and interest in and to the ASNAP Patent and the Xxxxxx Patents, free and clear of any lien, charge, security interest or other encumbrance, except for licenses granted the security interest and assignment created by Grantors this Security Agreement and the Assignment Agreement. Debtor will defend its right, title and interests in and to their customers in the ordinary course ASNAP Patent, the Xxxxxx Patents and the Collateral against claims of business.any third parties; (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) Debtor shall take any and all such actions (including but not limited to institution and maintenance of suits, proceedings or actions) as are necessary and appropriate to properly maintain, protect, preserve, care for and enforce the ASNAP Patent, the Xxxxxx Patents and the Collateral. However, Debtor shall not be required to incur costs or take other actions when, in the exercise of its reasonable business judgment, such costs or other actions would not be advisable. Without limiting the generality of the foregoing, Debtor shall pay when due such fees, taxes and other expenses which shall be incurred, which shall accrue, and/or which shall come due with respect to any of the Collateral, including but not limited to all prosecution, maintenance, and annuity fees related to the ASNAP Patent or the Xxxxxx Patents. Debtor shall not abandon or dedicate to the public any of the ASNAP Patent or Xxxxxx Patents or related patent rights, nor do any act nor omit to do any act if such act or omission is of a character that tends to cause or contribute to the abandonment or dedication to the public of the ASNAP Patent or Xxxxxx Patents or related patent right or loss of or adverse effect on any rights in the ASNAP Patent or Xxxxxx Patents or related patent right; (d) Debtor shall in the future use statutory and other appropriate symbols, notices or legends of the ASNAP Patent or Xxxxxx Patents pending or issued consistent with notice practice; (e) Debtor shall do all things which are necessary and appropriate to insure that each licensee of any portion of the ASNAP Patent or Xxxxxx Patents, in its use of any or all of the Collateral in its business, shall: (a) comply fully with all applicable license agreements; and (b) satisfy and perform all the same obligations set forth herein (with respect to Debtor’s use of the Collateral) as fully as though such obligations were set forth with respect to such licensee’s use of the licensed Collateral; (f) To the knowledge of Debtor, there is at present no infringement or unauthorized or improper use of the ASNAP Patent or Xxxxxx Patents or the patent rights related thereto. In the event any such infringement or unauthorized or improper use by any third party has been made and/or reasonably established by Debtor, Debtor shall promptly notify Secured Party and Debtor shall take action against such infringement or unauthorized or improper use. However, Debtor shall not be required to incur costs or take other actions when, in the exercise of its reasonable business judgment, such costs or other actions would not be advisable; (g) Debtor hereby authorizes Secured Party to cause this Security Agreement to be recorded with the United States Patent and Trademark Office and appropriate state agencies; (h) During the term of this IP Security Agreement, Grantors Debtor will not transfer sell, transfer, assign or otherwise encumber any interest in the Collateral, except for (i) licenses or other assignments granted by Grantors Debtor in the ordinary and normal course of its business or as otherwise permitted set forth in this IP Security Agreement or that do not, in the aggregate, impair the Collateral and, provided, further, that any such licenses or other assignments are made in a manner permitted by the Assignment 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 subject to detect infringements Debtor's execution of the Trademarks and Patentsappropriate documents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow any Trademarks and Patentsform acceptable to Secured Party, 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’ Secured Party’s interest in the Collateral; Collateral as well as any other interest held by Secured Party, transfers to Affiliates (h) This IP Agreement creates, and as defined in the case Assignment Agreement) 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;Debtor; and (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 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. For purposes of this subsection, which consent Debtor's entering into license or assignment agreements in the ordinary course of business shall not be unreasonably withheld. Except as deemed to materially impair or conflict with Debtor's obligations hereunder, provided the foregoing is entered into in a manner permitted under by 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 contractsAssignment 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 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 take such further actions register or cause to be registered on an expedited basis (to the extent not already registered) with the United Stated Patent and Trademark Office or the United States Copyright Office, as Noteholders may reasonably request applicable: (i) those intellectual property rights listed on Exhibits A, B and C hereto within thirty (30) days of the date of this Agreement, (ii) all registerable intellectual property rights Grantor has developed as of the date of this Agreement but heretofore failed to register, within thirty (30) days of the date of this Agreement, and (iii) those additional intellectual property rights developed or acquired by Grantor from time to time in connection with any product prior to perfect the sale or continue licensing of such product to any third party and prior to Grantor's use of such product (including without limitation major revisions or additions to the perfection intellectual property rights listed on such Exhibits A, B and C). Grantor shall give Secured Party notice of Noteholders’ interest in the Collateral;all such applications or registrations. (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 upon making the filings referred to in clause (i) below; (i) To its knowledge, except for, and upon, 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 governmental authority or U.S. United States 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. United States 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; 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.