Collateral. Borrower shall at all times keep the Collateral, the Intellectual Property and all other property and assets used in Borrower’s business or in which Borrower now or hereafter holds any interest free and clear from any Liens whatsoever (except for Permitted Liens), and shall give Agent prompt written notice of any known legal process affecting the Collateral, the Intellectual Property, such other property and assets, in each case, with a value in excess of $250,000, or any Liens thereon, provided however, that the Collateral and such other property and assets may be subject to Permitted Liens except that there shall be no Liens whatsoever on Intellectual Property. Borrower shall not agree with any Person other than Agent or the Lenders not to encumber its property (other than holders of Permitted Liens). Borrower shall not enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including Intellectual Property), whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than # this Agreement and the other Loan Documents, # any agreements governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and # customary restrictions on the assignment of leases, licenses and other agreements. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any known legal process or Liens whatsoever (except for Permitted Liens, provided however, that there shall be no Liens whatsoever on Intellectual Property), and shall give Agent prompt written notice of any legal process affecting such Subsidiary’s assets with a value in excess of $250,000.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: # use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; # promptly advise Collateral Agent in writing upon becoming aware of any material infringement by a third party of its Intellectual Property or any material change in the composition of the Intellectual Property that is not otherwise permitted to be reported on a quarterly basis in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) hereof; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. If Borrower or any of its Subsidiaries # obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or # applies for any patent or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall notify the Collateral Agent and the Lenders in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) hereof, and shall promptly execute such intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property, other than with respect to Foreign Intellectual Property. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: # notify Collateral Agent and each Lender in the next Compliance Certificate required to be delivered pursuant to Section 6.2(b) hereof of Borrower’s or such Subsidiary’s application to register such copyrights or mask works together with a copy of the application it has filed with the United States Copyright Office (excluding exhibits thereto); # promptly execute an intellectual property security agreement and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment

Collateral. Borrower owns the Collateral and the Intellectual Property, free of all Liens, except for Permitted Liens. Borrower has the power and authority to grant to Agent a Lien in the Collateral as security for the Secured Obligations.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: # use commercially reasonable efforts consistent with current business practices to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; # promptly after Borrower becomes aware thereof advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property that is material to Borrower’s business; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent, provided, however, Borrower may abandon, modify or delay filing, prosecution or issuance of any immaterial Intellectual Property without Collateral Agent’s prior written consent if Borrower determines in its reasonable discretion that further prosecution of such application is not commercially reasonable, and provides Collateral Agent with prompt written notice of the same.

Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: # use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; # promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

Borrower and each of its Subsidiaries shall: # use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; # promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property that is material to Borrower’s business; and # not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.