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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (c) not allow any Material Intellectual Property to be abandoned, forfeited or dedicated to the public without Bank’s written consent. Borrower hereby represents and warrants that, as of the Effective Date, Borrower does not own any maskworks, computer software, or other copyrights of Borrower that are registered (or the subject of an application for registration) with the United States Copyright Office (collectively, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower: (x) provides Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records such security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the security agreement necessary for Bank to maintain the perfection and priority of its security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

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

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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent, unless in each case, Borrower determines in its good faith business judgment that it is in its best interest to do otherwise. Borrower hereby represents and warrants that, as of the Effective Date, Borrower does not own any maskworksRegistered Copyrights from the sale, computer softwarelease, licensing, assignment, or other copyrights disposition of Borrower that which arise Accounts with respect to which Advances are registered (or the subject of an application for registration) with the United States Copyright Office (collectively, the “Registered Copyrights”)requested. Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrightscopyrights from the sale, lease, licensing, assignment, or other disposition of which arise Accounts with respect to which Advances are requested, unless Borrower: (x) provides Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the Included Proceeds of Excluded IP relating to such copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records such security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the security agreement necessary for Bank to maintain the perfection and priority of its security interest in the Included Proceeds of Excluded IP relating to such copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ai) protect, defend and maintain the validity and enforceability of any and all of its material intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (bii) promptly advise Bank in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (ciii) not allow any Material Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower hereby represents and warrants that(A) obtains any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (B) applies for any patent or the subject registration of an application any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for registration) with such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides provide Bank with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank a copy copies of all applications that it files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Officesuch property. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any application filed by Borrower such Restricted License, whether now existing or entered into in the United States Patent future, and Trademark Office for a patent (constituting Material Intellectual Propertyii) or Bank to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon have the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or ability in the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law event of a verified statement liquidation of use (or equivalent) for such xxxx that is the subject any Collateral to dispose of such applicationCollateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents, including, without limitation the “Loan Documents” as such term is defined in the Export-Import Agreement.

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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its material intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (c) not allow any Material Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower hereby represents and warrants that, as of the Effective Date, Borrower does not own or any maskworks, computer software, Guarantor decides to register any copyrights or other copyrights of Borrower that are registered (or the subject of an application for registration) with mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for shall, and shall cause such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless BorrowerGuarantor to: (x) provides provide Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a security agreement execute an IP Security Agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such security agreement IP Security Agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the security agreement IP Security Agreement necessary for Bank to maintain the perfection and priority of its security interest in the such copyrights or mask works intended to be registered with the United States Copyright Officeworks. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower or any Guarantor in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing. Borrower shall provide written notice to Bank within ten (10) days of Borrower or any Guarantor entering into or becoming bound by any material license or agreement that prohibits or otherwise restricts Borrower or any Guarantor from granting a security interest in Borrower’s or Guarantor’s interest in such license or agreement (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, andor waiver by, upon any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the request terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Bank, Borrower shall promptly execute and deliver a security agreement if Bank determines that is necessary in its good faith judgment), whether now existing or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) entered into in the future; provided, however, that the failure of Borrower that are registered (to obtain such consent or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank waiver after taking commercially reasonable steps to do so shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law constitute an Event of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationDefault hereunder.

Protection and Registration of Intellectual Property Rights. Borrower shall: (ai) protect, defend and maintain the validity and enforceability of any and all of its material intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (bii) promptly advise Bank in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (ciii) not allow any Material Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower hereby represents and warrants that(A) obtains any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (B) applies for any patent or the subject registration of an application any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for registration) with such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides provide Bank with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank a copy copies of all applications that it files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in such property. Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the copyrights public). Except with respect to the SEN License, Borrower shall take such steps as Bank requests to obtain the consent of, or mask works intended waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be registered deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the United States Copyright Officeother Loan Documents. Borrower hereby represents Bank acknowledges the terms and warrants that, as conditions of the Effective Datelicense granted to SEN Corporation under the SEN License, which license is a Permitted Lien. Bank agrees that notwithstanding anything to the contrary contained in the Loan Documents, Bank’s security interest under the IP Security Agreement identifies is and shall be at all patents (constituting Material Intellectual Property) times subject to the rights, title and trademarks (constituting Material Intellectual Property) interest granted to SEN Corporation under the SEN License, and no exercise of Borrower that are registered (or remedies by Bank under the subject of an application for registration) with the United States Patent Loan Documents, and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request no enforcement of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request ’s rights with respect to such additional patents intellectual property (constituting Material Intellectual Propertyincluding without limitation, any foreclosure, strict foreclosure or deed in lieu of foreclosure) and/or trademarks (constituting Material Intellectual Property) shall terminate, modify, alter or extinguish the license granted to SEN Corporation under the terms of Borrower that are registered (or the subject SEN License. These provisions shall be for the benefit of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed may be relied on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationby SEN Corporation and its successors and assigns.

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect(i) Protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (bii) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (ciii) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If Borrower hereby represents and warrants that(i) obtains any Patent, as registered Trademark, registered Copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any Patent or the subject registration of an application for registration) with any Trademark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides provide Bank with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy copies of all applications that it files for Patents or for the application(s) actually filed with the United States Copyright Office registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary required for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Officesuch property. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.12 ny-1693906

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

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (ai) protect, defend and maintain the validity and enforceability of any and all of its material intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (bii) promptly advise Bank in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (ciii) not allow any Material Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower hereby represents and warrants that(A) obtains any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (B) applies for any patent or the subject registration of an application any trademark or servicemark, then Borrower shall provide written notice thereof to Bank on a quarterly basis upon the delivery of the Compliance Certificate for registration) with such period, and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides provide Bank with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Upon Bank’s request, Borrower shall promptly provide to Bank a copy copies of all applications that it files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Officesuch property. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide Provide written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any application filed by Borrower such Restricted License, whether now existing or entered into in the United States Patent future, and Trademark Office for a patent (constituting Material Intellectual Propertyii) or Bank to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon have the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or ability in the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law event of a verified statement liquidation of use (or equivalent) for such xxxx that is the subject any Collateral to dispose of such applicationCollateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

Protection and Registration of Intellectual Property Rights. Borrower shallshall : (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of any and all its material intellectual property except where Borrower in the exercise of its intellectual property that (individually or prudent business judgment deems it in the aggregate) is material its reasonable best interest not to Borrower’s business (individually and collectively, “Material Intellectual Property”)do so; (b) promptly advise Bank Agent in writing of known material infringements of its Material Intellectual PropertyProperty promptly after Borrower learns of any such infringements; and (c) not allow any Material of Borrower’s Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without BankAgent’s written consent. If Borrower hereby represents and warrants that(i) obtains any Patent, as registered Trademark, registered Copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any Patent or the subject registration of an application for registration) with any Trademark, then Borrower shall immediately provide written notice thereof to Agent and Lenders and shall execute such intellectual property security agreements and other documents and take such other actions as Agent and Lenders shall request in their good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent and Lenders in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides Bank provide Agent and Lenders with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank Agent and Lenders may reasonably request in their good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Lenders in the copyrights Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy Agent and Lenders copies of all applications that it files for Patents or for the application(s) actually filed with the United States Copyright Office registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Agent and Lenders to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Officesuch property. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank Agent and Lenders within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Agent and Lenders request to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Lenders to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any application filed by Borrower such Restricted License, whether now existing or entered into in the United States Patent future, and Trademark Office for a patent (constituting Material Intellectual Propertyii) or Agent and Lenders to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon have the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or ability in the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law event of a verified statement liquidation of use (or equivalent) for such xxxx that is the subject any Collateral to dispose of such applicationCollateral in accordance with Lenders’ rights and remedies under this Agreement and the other Loan Documents.” 6 The Loan Agreement shall be amended by deleting the following appearing as Section 7.5 thereof:

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or where the failure to do so would result in the aggregate) is material to Borrower’s business (individually and collectively, “a Material Intellectual Property”)Adverse Change; (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (c) not allow any Material Intellectual Property intellectual property to be abandoned, forfeited or dedicated to the public without Bank’s written consentconsent where such abandonment, forfeiture or dedication would have a Material Adverse Change. If Borrower hereby represents and warrants that(i) obtains any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any patent or the subject registration of an application for registration) with any trademark or servicemark, then Borrower shall on its next Compliance Certificate notify Bank thereof and shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides provide Bank with at least fifteen (15) days days’ prior written notice (which may be in the form of its a Compliance Certificate) of Borrower’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy copies of all applications that it files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationproperty.

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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material material Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower's business to be abandoned, forfeited or dedicated to the public without Bank’s 's written consentconsent (which consent shall not be unreasonable withheld if no Event of Default has occurred and is continuing or would result from such abandonment, forfeiture, or dedication to the public). Concurrently herewith, Borrower hereby represents shall execute and warrants thatdeliver to Bank the IP Security Agreement. Exhibit A attached to the IP Security Agreement identifies, as of the Effective Date, Borrower does not own any and all of Borrower's maskworks, computer software, or other copyrights of Borrower that are registered (or the subject of an application for registration) with the United States Copyright Office (collectively, the “"Existing Registered Copyrights”"). Except for the Existing Copyright Registrations, Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s 's maskworks, computer software, or other copyrights, unless Borrower: (x) provides Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a an intellectual property security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s 's security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank to maintain the perfection and priority of its security interest in the such copyrights or mask works intended to be registered with the United States Copyright Officeworks. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

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

Protection and Registration of Intellectual Property Rights. Borrower shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (b) promptly advise Bank Pledgors in writing of known material infringements of its Material Intellectual Propertyintellectual property; and (c) not allow any Material Intellectual Property intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s Pledgors’ written consent. If Borrower hereby represents and warrants that(i) obtains any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any patent or the subject registration of an application for registration) with any trademark or servicemark, then Borrower shall promptly provide written notice thereof to Pledgors and shall execute such intellectual property security agreements and other documents and take such other actions as Pledgors shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Pledgors in such property. If Borrower decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides Bank provide Pledgors with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank Pledgors may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Pledgors in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy Pledgors copies of all applications that it files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Pledgors to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Officesuch property. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Each Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or to Pledgors concurrently with this Agreement an Intellectual Property Security Agreement in substantially the form of the SVB IP Agreement given by each such other documents as Bank may reasonably request with respect Borrower to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationSVB.

Protection and Registration of Intellectual Property Rights. Borrower shall: Each Credit Party shall (a) exercise commercially reasonable efforts to protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)property; (b) promptly advise Bank Lender in writing of any known material infringements of its Material Intellectual Property; intellectual property that is owned by such Credit Party and material to its business and (c) exercise commercially reasonable efforts to not allow permit any Material Intellectual Property such intellectual property to be abandoned, forfeited or dedicated to the public without BankLender’s prior written consent, which consent shall not be unreasonably withheld or delayed. Borrower hereby represents and warrants thatIf a Credit Party (i) becomes the owner of any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any patent or the subject registration of an application for registration) with any trademark or servicemark, then such Credit Party shall promptly provide written notice thereof to Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Lender shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Lender in such property. If any Credit Party decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrowershall: (x) provides Bank provide Lender with at least fifteen ten (1510) days prior written notice of its such Credit Party’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank Lender may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Lender in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy Lender copies of all applications that any Credit Party files for patents or for the application(s) actually filed with the United States Copyright Office registration of trademarks, servicemarks, copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank Lender to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationproperty.

Protection and Registration of Intellectual Property Rights. (a) Borrower shall: (a) except as may be reasonably determined to be appropriate by Borrower in the ordinary course of business, protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (c) not allow any Material Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. If Borrower hereby represents and warrants that(i) obtains any Patent, as registered Trademark or servicemark, registered Copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights (ii) applies for any Patent or the registration of any Trademark or servicemark, in the case of (i) or (ii) that is not included in the IP Agreement, then Borrower that are registered shall promptly provide written notice thereof to Bank and shall promptly execute such intellectual property security agreements (or updates to the subject Exhibits to the IP Agreement if not filed at such time by Bank) and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (which will be effective as provided herein) in favor of an application for registration) with Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office Office, that are not included in the IP Agreement, then Borrower shall (collectivelya) prior to an IP Lien Event, concurrently provide written notice thereof to Bank and update all Exhibits to the “Registered Copyrights”). Borrower will NOT register with IP Agreement, and (b) following the United States Copyright Office (or apply for such registration of) any occurrence of Borrower’s maskworks, computer software, or other copyrights, unless Borroweran IP Lien Event: (x) provides provide Bank with at least fifteen (15) days prior written notice of its Borrower’s intent to register such copyrights Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or and such other documents and take such other actions as Bank may reasonably request in its good faith business judgment to perfect and maintain the perfection and a first priority of Bank’s perfected security interest in favor of Bank in the copyrights Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously promptly after with or promptly (but in no event more than 10 days) after filing the copyright Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank a copy copies of all applications that it files for Patents or for the application(s) actually filed with the United States Copyright Office registration of Trademarks, servicemarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement necessary for Bank to perfect and maintain the perfection and a first priority of its perfected security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower shall provide written notice to Bank of any application filed by Borrower in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such applicationproperty.

Protection and Registration of Intellectual Property Rights. Borrower Grantor shall: (a) protect, defend and maintain the validity and enforceability of any and all of its the intellectual property owned by it that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”)its business; (b) promptly advise Bank the Collateral Agent in writing of known material infringements of its Material Intellectual Propertysuch intellectual property; and (c) not allow any Material Intellectual Property such intellectual property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without BankCollateral Agent’s written consent. Borrower hereby represents and warrants thatIf Grantor (i) obtains ownership of any patent, as registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the Effective Dateforegoing, Borrower does not own any maskworkswhether as owner, computer softwarelicensee or otherwise, or other copyrights of Borrower that are registered (ii) applies for any patent or the subject registration of an application for registration) with any trademark or servicemark, then Grantor shall immediately provide written notice thereof to Collateral Agent. If Grantor decides to register any copyrights or mask works in the United States Copyright Office (collectivelyOffice, the “Registered Copyrights”). Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless BorrowerGrantor shall: (x) provides Bank provide the Collateral Agent with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a execute an intellectual property security agreement or such other documents and take such other actions as Bank the Collateral Agent may reasonably request in its good faith business judgment to maintain the perfection and priority of Bankthe Collateral Agent’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records record such intellectual property security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower Grantor shall promptly provide to Bank the Collateral Agent a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the intellectual property security agreement necessary for Bank the Collateral Agent to maintain the perfection and priority of its security interest in the such copyrights or mask works intended to be registered with the United States Copyright Officeworks. Borrower hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower Grantor shall provide written notice to Bank the Collateral Agent of any application filed by Borrower Grantor in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on Borrower’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.

Protection and Registration of Intellectual Property Rights. Borrower Debtor shall: (a) protect, defend and maintain the validity and enforceability of any and all of its intellectual property that (individually or in the aggregate) is material to Borrower’s business (individually and collectively, “Material Intellectual Property”); (b) promptly advise Bank in writing of known material infringements of its Material Intellectual Property; and (c) not allow any Material Intellectual Property to be abandoned, forfeited or dedicated to the public without Bank’s written consent. Borrower Debtor hereby represents and warrants that, as of the Effective Date, Borrower Debtor does not own any maskworks, computer software, or other copyrights of Borrower Debtor that are registered (or the subject of an application for registration) with the United States Copyright Office (collectively, the “Registered Copyrights”). Borrower Debtor will NOT register with the United States Copyright Office (or apply for such registration of) any of BorrowerDebtor’s maskworks, computer software, or other copyrights, unless BorrowerDebtor: (x) provides Bank with at least fifteen (15) days prior written notice of its intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) executes and delivers a security agreement or such other documents as Bank may reasonably request to maintain the perfection and priority of Bank’s security interest in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) records such security agreement with the United States Copyright Office contemporaneously with or promptly (but in no event more than 10 days) after filing the copyright or mask work application(s) with the United States Copyright Office. Borrower Debtor shall promptly provide to Bank a copy of the application(s) actually filed with the United States Copyright Office together with evidence of the recording of the security agreement necessary for Bank to maintain the perfection and priority of its security interest in the copyrights or mask works intended to be registered with the United States Copyright Office. Borrower Debtor hereby represents and warrants that, as of the Effective Date, the IP Security Agreement identifies all Debtor does not own any patents (constituting Material Intellectual Property) and trademarks (constituting Material Intellectual Property) of Borrower Debtor that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. From and after the Effective Date, Borrower Debtor shall provide written notice to Bank of any application filed by Borrower Debtor in the United States Patent and Trademark Office for a patent (constituting Material Intellectual Property) or to register a trademark (constituting Material Intellectual Property) or service xxxx (constituting Material Intellectual Property) within 30 days after any such filing, and, upon the request of Bank, Borrower Debtor shall promptly execute and deliver a security agreement or such other documents as Bank may reasonably request with respect to such additional patents (constituting Material Intellectual Property) and/or trademarks (constituting Material Intellectual Property) of Borrower Debtor that are registered (or the subject of an application for registration) with the United States Patent and Trademark Office. The foregoing notwithstanding, Bank shall not acquire any interest in any intent to use a federal trademark application for a trademark, servicemark, or other xxxx filed on BorrowerDebtor’s behalf prior to the filing under applicable law of a verified statement of use (or equivalent) for such xxxx that is the subject of such application.