(OR
THE EQUIVALENT) FOR SUCH TRADEMARK OR SERVICE MARK, IT BEING UNDERSTOOD THAT
THIS EXCLUSION IS IN NO WAY AN IMPLICATION THAT THE GRANTING OF THIS SECURITY
INTEREST IS A
4
PRESENT ASSIGNMENT OF TRADEMARK RIGHTS) AND ALL EXTENSIONS OR RENEWALS THEREOF,
INCLUDING WITHOUT LIMITATION ANY OF THE FOREGOING IDENTIFIED ON SCHEDULE A
HERETO (AS THE SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME),
AND THE RIGHT (BUT NOT THE OBLIGATION) TO REGISTER CLAIMS UNDER ANY STATE OR
FEDERAL TRADEMARK LAW OR REGULATION AND TO APPLY FOR, RENEW AND EXTEND ANY OF
THE SAME, TO SUE OR BRING OPPOSITION OR CANCELLATION PROCEEDINGS IN DEBTOR'S
NAME OR IN THE NAME OF COLLATERAL AGENT OR IN THE NAME OF COLLATERAL AGENT FOR
THE BENEFIT OF THE LENDER GROUP FOR PAST, PRESENT OR FUTURE INFRINGEMENT OR
UNCONSENTED USE THEREOF, AND ALL RIGHTS ARISING THEREFROM THROUGHOUT THE WORLD
(COLLECTIVELY, THE "TRADEMARKS");
(II)
ALL CLAIMS, CAUSES OF ACTION AND RIGHTS TO SUE FOR PAST, PRESENT
OR FUTURE INFRINGEMENT OR UNCONSENTED USE OF ANY TRADEMARKS AND ALL RIGHTS
ARISING THEREFROM AND PERTAINING THERETO;
(III)
ALL GENERAL INTANGIBLES RELATED TO OR ARISING OUT OF ANY OF THE
TRADEMARKS AND ALL THE GOODWILL OF DEBTOR'S BUSINESS SYMBOLIZED BY THE
TRADEMARKS OR ASSOCIATED THEREWITH; AND
(IV)
ALL PROCEEDS OF ANY AND ALL OF THE FOREGOING.
(B)
CONTINUING SECURITY INTEREST.
DEBTOR HEREBY AGREES THAT THIS AGREEMENT
SHALL CREATE A CONTINUING SECURITY INTEREST IN THE TRADEMARK COLLATERAL WHICH
SHALL REMAIN IN EFFECT UNTIL TERMINATED IN ACCORDANCE WITH SECTION 18.
(C)
INCORPORATION INTO FINANCING AGREEMENT.
WITHOUT LIMITING THE FOREGOING,
THE TRADEMARK COLLATERAL DESCRIBED IN THIS AGREEMENT SHALL CONSTITUTE PART OF
THE COLLATERAL IN THE FINANCING AGREEMENT OR THE SECURITY AGREEMENT, AS
APPLICABLE.
(D)
LICENSES. ANYTHING IN THE FINANCING AGREEMENT OR THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, DEBTOR MAY ENGAGE IN PERMITTED DISPOSITIONS OF
TRADEMARK COLLATERAL.
3.
FURTHER ASSURANCES; APPOINTMENT OF COLLATERAL AGENT AS ATTORNEY-IN-FACT.
DEBTOR AT ITS EXPENSE SHALL EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, TO COLLATERAL AGENT ANY AND ALL DOCUMENTS AND INSTRUMENTS, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO COLLATERAL AGENT, AND TAKE ANY AND ALL
ACTION, WHICH COLLATERAL AGENT, IN THE EXERCISE OF ITS REASONABLE DISCRETION,
MAY REQUEST FROM TIME TO TIME, TO PERFECT AND CONTINUE THE PERFECTION OR TO
MAINTAIN THE PRIORITY OF, OR PROVIDE NOTICE OF THE SECURITY INTEREST IN THE
TRADEMARK COLLATERAL HELD BY COLLATERAL AGENT FOR THE BENEFIT OF THE LENDER
GROUP AND TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.
IF DEBTOR REFUSES TO
EXECUTE AND DELIVER, OR FAILS TIMELY TO EXECUTE AND DELIVER, ANY OF THE
DOCUMENTS IT IS REASONABLY REQUESTED TO EXECUTE AND DELIVER BY COLLATERAL AGENT
IN ACCORDANCE WITH THE FOREGOING, COLLATERAL AGENT SHALL HAVE THE RIGHT, IN THE
NAME OF DEBTOR, OR IN THE NAME OF COLLATERAL AGENT OR OTHERWISE, WITHOUT NOTICE
TO OR ASSENT BY DEBTOR, AND DEBTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
COLLATERAL AGENT (AND ANY OF COLLATERAL AGENT'S OFFICERS OR EMPLOYEES OR AGENTS
DESIGNATED BY COLLATERAL AGENT) AS DEBTOR'S TRUE