MEAN (I) ALL TRADEMARKS, TRADE NAMES,
CORPORATE NAMES, COMPANY NAMES, BUSINESS NAMES, FICTITIOUS BUSINESS NAMES, TRADE
STYLES, SERVICE MARKS, LOGOS AND OTHER SOURCE OR BUSINESS IDENTIFIERS, AND ALL
GOODWILL ASSOCIATED THEREWITH, NOW OWNED OR HEREAFTER ACQUIRED, ALL
REGISTRATIONS AND RECORDINGS THEREOF, AND ALL APPLICATIONS IN CONNECTION
THEREWITH, WHETHER IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR IN ANY
SIMILAR OFFICE OR AGENCY OF THE UNITED STATES, ANY STATE
2
THEREOF OR ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF, AND ALL
COMMON-LAW RIGHTS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, ANY OF THE
FOREGOING REFERRED TO IN SCHEDULE A, AND (II) THE RIGHT TO OBTAIN ALL RENEWALS
THEREOF.
(K)
"TRADEMARK LICENSE" SHALL MEAN ANY WRITTEN AGREEMENT PROVIDING FOR
THE GRANT BY OR TO ANY PLEDGOR OF ANY RIGHT TO USE ANY TRADEMARK, INCLUDING,
WITHOUT LIMITATION, ANY OF THE FOREGOING REFERRED TO IN SCHEDULE A.
2.
TO SECURE THE FULL PAYMENT AND PERFORMANCE OF ALL SECURED
OBLIGATIONS, EACH PLEDGOR HEREBY GRANTS, AND CONVEYS A SECURITY INTEREST TO
AGENT IN THE ENTIRE RIGHT, TITLE AND INTEREST OF SUCH PLEDGOR IN AND TO ALL OF
ITS INTELLECTUAL PROPERTY; PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANY OF THE
OTHER PROVISIONS SET FORTH IN THIS SECTION 2 (AND NOTWITHSTANDING ANY RECORDING
OF THE AGENT'S LIEN MADE IN THE U.S. PATENT AND TRADEMARK OFFICE, U.S. COPYRIGHT
OFFICE, OR OTHER REGISTRY OFFICE IN ANY OTHER JURISDICTION), THIS AGREEMENT
SHALL NOT CONSTITUTE A GRANT OF A SECURITY INTEREST IN ANY PROPERTY TO THE
EXTENT THAT SUCH GRANT OF A SECURITY INTEREST IS PROHIBITED BY ANY APPLICABLE
LAW OF AN OFFICIAL BODY, REQUIRES A CONSENT NOT OBTAINED OF ANY OFFICIAL BODY
PURSUANT TO SUCH LAW OR IS PROHIBITED BY, OR CONSTITUTES A BREACH OR DEFAULT
UNDER OR RESULTS IN THE TERMINATION OF OR GIVES RISE TO ANY RIGHT OF
ACCELERATION, MODIFICATION OR CANCELLATION OR REQUIRES ANY CONSENT NOT OBTAINED
UNDER, ANY CONTRACT, LICENSE, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT EVIDENCING
OR GIVING RISE TO SUCH PROPERTY, EXCEPT TO THE EXTENT THAT SUCH LAW OR THE TERM
IN SUCH CONTRACT, LICENSE, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT OR SIMILAR
AGREEMENT PROVIDING FOR SUCH PROHIBITION, BREACH, DEFAULT OR TERMINATION OR
REQUIRING SUCH CONSENT IS INEFFECTIVE UNDER APPLICABLE LAW INCLUDING 9-406,
9-407, 9-408 OR 9-409 OF THE NEW YORK UCC (OR ANY SUCCESSOR PROVISION OR
PROVISIONS); PROVIDED, FURTHER, THAT NO SECURITY INTEREST SHALL BE GRANTED IN
ANY UNITED STATES "INTENT-TO-USE" TRADEMARK OR SERVICE MARK APPLICATION UNLESS
AND UNTIL ACCEPTABLE EVIDENCE OF USE OF THE TRADEMARK OR SERVICE MARK HAS BEEN
FILED WITH AND ACCEPTED BY THE U.S. PATENT AND TRADEMARK OFFICE PURSUANT TO
SECTION 1(C) OR SECTION 1(D) OF THE LANHAM ACT (U.S.C. 1051, ET SEQ.), AND TO
THE EXTENT THAT, AND SOLELY DURING THE PERIOD IN WHICH, THE GRANT OF A SECURITY
INTEREST THEREIN WOULD IMPAIR THE VALIDITY OR ENFORCEABILITY OF SUCH
"INTENT-TO-USE" TRADEMARK OR SERVICE MARK APPLICATIONS UNDER APPLICABLE FEDERAL
LAW.
AFTER SUCH PERIOD AND AFTER SUCH EVIDENCE OF USE HAS BEEN FILED AND
ACCEPTED, EACH PLEDGOR ACKNOWLEDGES THAT SUCH INTEREST IN SUCH TRADEMARK