Extract to table

(the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, National Association, as Administrative Agent and Collateral Agent (the "Collateral Agent"), and the several lenders from time to time party thereto (the "Lenders") have entered into that certain Senior Secured Term Loan B Credit Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to make term loans to the Borrower in an aggregate principal amount of Seven Hundred Million Dollars ($700,000,000); WHEREAS, each of VRP, VHG Management, VCH, Palmetto, and Cascadia (collectively, the "Guarantors") has entered into a Guarantee Agreement, dated as of July 21, 2022, in favor of the Collateral Agent, pursuant to which each Guarantor has unconditionally guaranteed all Obligations of the Borrower under the Credit Agreement; WHEREAS, the Grantors and the Collateral Agent have entered into that certain Pledge and Security Agreement, dated as of July 21, 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Pledge and Security Agreement"), pursuant to which the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), a first-priority security interest in substantially all of their respective assets, including, without limitation, all intellectual property and rights related thereto; WHEREAS, this Trademark Security Agreement is supplemental to the Pledge and Security Agreement and is being executed and delivered for filing with the United States Patent and Trademark Office (the "USPTO") in order to perfect the Collateral Agent's security interest in the Grantors' registered trademarks, service marks, trade names, and trademark applications, as more particularly described herein and on Schedule A attached hereto; WHEREAS, the Collateral Agent, in its capacity as collateral agent under the Credit Agreement, and Crescent Harbor Bank, National Association, in its capacity as administrative agent under that certain Revolving Credit Agreement, dated as of July 21, 2022 (the "RCF Agreement"), providing for a revolving credit facility in an aggregate commitment amount of Four Hundred Million Dollars ($400,000,000), have entered into that certain Amended and Restated Intercreditor Agreement, dated as of July 21, 2022 (the "Intercreditor Agreement"), pursuant to which the collateral securing the Term Loan B and the revolving credit facility is held and shared on a pari passu basis; and WHEREAS, it is a condition precedent to the obligations of the Lenders under the Credit Agreement that the Grantors shall have executed and delivered this Trademark Security Agreement and that the same be filed with the USPTO

Without limiting the generality of the foregoing, each Grantor shall timely file all necessary renewal applications, affidavits of use and incontestability (including Sections 8 and 15 declarations under the Lanham Act, 15 U

§ 1058 and § 1065, respectively), and all other required maintenance documents with the USPTO, and shall pay all fees associated therewith, in each case in a timely manner so as to prevent the cancellation, expiration, or lapse of any such registration

The Collateral Agent shall be authorized to file such supplemental trademark security agreements with the USPTO

Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Collateral Agent shall be entitled to exercise all rights and remedies available to it under the Pledge and Security Agreement, this Trademark Security Agreement, applicable law (including, without limitation, Article 9 of the Uniform Commercial Code as in effect in the State of New York and any other applicable jurisdiction), the Lanham Act, and any other applicable federal or state statute, rule, or regulation, all of which rights and remedies shall be cumulative and not exclusive of any other rights or remedies available at law or in equity

All proceeds realized by the Collateral Agent from the exercise of its remedies hereunder shall be applied in the manner set forth in the Credit Agreement and the Pledge and Security Agreement