Copyright. All copyrightable work by Employee relating to the Company’s business or the business of any subsidiary or affiliate of the Company during the term of Employee’s employment by the Company is intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, and shall be the property of the Company. If the copyright to any such copyrightable work is not the property of the Company by operation of law, Employee will, without further consideration, assign to the Company all right, title and interest in such copyrightable work and will assist the Company and its nominee in every way, at the Company’s expense, to secure, maintain and defend for the Company’s benefit, copyrights and any extensions and renewals thereof on any and all such work including translations thereof in any and all countries, such work to be and remain the property of the Company whether copyrighted or not.

Copyright and Ownership. The Consultant agrees that any and all rights, title, and interest in or to any and all of the products, work product, Works of Authorship, Intellectual Property or materials produced by the Consultant or by its personnel while providing the Consulting Services shall be the exclusive property of the Company. For greater certainty, the Company shall have all proprietary interests in everything that Consultant and its employees and permitted sub-contractors, alone or with others, create or do for the Company including inventions, designs, computer programs (and related documentation and materials), Intellectual Property and Works of Authorship (which are collectively referred to herein as “Developments”). Consultant agrees to and does hereby expressly and irrevocably assign and cause to be assigned in favour of the Company all copyright, rights to inventions, patents, trade secrets or other Intellectual Property which Consultant and its employees and permitted sub-contractors may enjoy in the Developments. Without limitation, all working papers, notes and memoranda which are made or obtained by Consultant and its employees and permitted sub-contractors in the course of this Agreement shall be the property of the Company and will accordingly be provided to the Company upon termination of this Agreement.

PTO Filing; Copyright Office Filing. When the Intellectual Property Security Agreements are properly filed in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to the extent such filings may perfect such interests, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents and Trademarks (each as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office and Copyrights (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the Collateral Agent’s Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Closing Date).

Copyright and Other Ownership Notices. Whenever ​ is permitted to copy or reproduce all or any part of the Licensed Software or Documentation, all titles, trademark symbols, copyright symbols and legends, and other proprietary markings must be reproduced. Copyright legends shall be in the form “© Copyright [year] by ​ All rights reserved.” ​ agrees to maintain the ​ Computers and media on which the Licensed Software is copied in a secure place.

Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright constituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice consistent with good business judgment to establish and preserve its rights under applicable copyright laws.

Notice. The indemnified party will notify promptly the indemnifying party in writing if it becomes aware of a Claim (actual or potential) by any Third Party or any proceeding (including any investigation by a Governmental Authority) (“Third Party Claim”) for which indemnification may be sought and will give such related information as the indemnifying party shall reasonably request.

Notice. All notices that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy or similar electronic transmission method; one working day after it is sent, if sent by recognized expedited delivery service; and five days after it is sent, if mailed, first-class mail, certified mail, return receipt requested, with postage prepaid. In each case notice shall be sent to:

Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing and given by the Borrower to the Administrative Agent # not later than 11:00 a.m. (New York time) on the third Business Day before the date of the proposed Borrowing (which shall be a Business Day), in the case of Eurodollar Loans, and # not later than 11:00 a.m. (New York time) on the date of the proposed Borrowing (which shall be a Business Day) in the case of Base Rate Loans; provided that any Notice of Borrowing of Original Tranche B Loans may be given at any time not later than 11:00 a.m. (New York time) on the Closing Date. The Administrative Agent shall give each Applicable Lender prompt notice on the day of receipt of timely Notice of Borrowing of such proposed Borrowing by facsimile. Each Notice of Borrowing shall be by facsimile or telephone confirmed promptly in writing or by electronic communication (e-mail) receipt of which is confirmed by the Administrative Agent by facsimile or telephone, in any event, specifying the # requested date of such Borrowing (which shall be a Business Day), # requested Type and Class of Loans comprising such Borrowing, # aggregate principal amount of such Borrowing, and # if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period for such Loans. In the case of a proposed Borrowing comprised of Eurodollar Loans, the Administrative Agent shall promptly notify each Applicable Lender of the applicable interest rate under Section 2.07, as applicable. Each Applicable Lender shall, before 2:00 p.m. (New York time) on the date of the proposed Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.02 or such other location as the Administrative Agent may specify by notice to the Applicable [[Organization B:Organization]], in immediately available funds, such Lender’s Applicable Percentage of such Borrowing. Upon satisfaction of the applicable conditions set forth in Section 3.02 (and, if such Borrowing is the initial Borrowing, Section 3.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower. Notwithstanding anything to the contrary in this Section, each Tranche B Lender shall be deemed to have satisfied its obligation hereunder to make its Applicable Percentage of the Tranche B Borrowings requested to be made hereunder upon receipt by the Existing Administrative Agent, pursuant to the Escrow Agreement and on behalf of the Borrower, of immediately available funds in an amount equal to such Tranche B Lender’s Applicable Percentage of the Tranche B Borrowings. Notwithstanding anything to the contrary, nothing in this Section 2.02(b) shall apply to # the Additional Tranche B Term Loans, # the Initial First-Out Loan or # any Additional First-Out Loan.

Notice. Each written notice from the Borrower pursuant to [Section 2.15(a)] shall specify # whether it proposes an Incremental Revolving Increase, an Incremental Term Loan Facility or an Incremental Term Loan Increase, # if it proposes an Incremental Term Loan Facility, the proposed terms thereof and # if then known, the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under [Section 11.06]); provided, however, that # no existing Lender shall be required to participate in any such Incremental Facility and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such Incremental Facility and # any Eligible Assignee providing any portion of such Incremental Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an Incremental Facility is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable [[Loan Parties:Organization]]). Each Lender approached to provide all or a portion of an Incremental Facility shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Notice. All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either # by registered or certified mail, return receipt requested, postage prepaid, or # prepaid via a reputable nationwide overnight courier service, in each case addressed to the Company, Attention: CEO, at One Technology Park Drive, Westford, Massachusetts 01886 and to the Executive at the Executive’s principal residence as currently reflected on the Company’s records (or to such other address as either the Company or the Executive may have furnished to the other in writing in accordance herewith). Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service. Either party may give any notice, instruction or other communication hereunder using any other means, but no such notice, instruction or other communication shall be deemed to have been duly delivered unless and until it actually is received by the party for whom it is intended.