EXHAUSTION OF ALL REASONABLE ADMINISTRATIVE AND
JUDICIAL REMEDIES WITHOUT PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, EXCEPT
AS OTHERWISE PERMITTED UNDER SECTION 4.4 HEREIN.
11
4.6
FUTURE REGISTERED MARKS.
EACH ASSIGNOR SHALL, ON AN ANNUAL BASIS,
DELIVER TO THE COLLATERAL AGENT (A) A COPY OF EACH SIGNIFICANT MARK REGISTRATION
ISSUED AFTER THE DATE HEREOF TO SUCH ASSIGNOR AS A RESULT OF ANY APPLICATION NOW
OR HEREAFTER PENDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE, AND
(B) A GRANT OF SECURITY IN SUCH SIGNIFICANT MARK TO THE COLLATERAL AGENT IN THE
MANNER PROVIDED HEREIN, CONFIRMING THE GRANT THEREOF HEREUNDER, THE FORM OF SUCH
GRANT TO BE SUBSTANTIALLY THE SAME AS THE FORM HEREOF.
4.7
REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING,
THE COLLATERAL AGENT MAY, SUBJECT TO THE PROVISIONS OF ARTICLE VIII BY WRITTEN
NOTICE TO ANY ASSIGNOR, TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (I) DECLARE
THE ENTIRE RIGHT, TITLE AND INTEREST OF SUCH ASSIGNOR IN AND TO EACH OF ITS
MARKS, TOGETHER WITH THE GOODWILL OF THE BUSINESS ASSOCIATED THEREWITH, TOGETHER
WITH ALL TRADEMARK RIGHTS AND RIGHTS OF PROTECTION TO THE SAME, VESTED, IN WHICH
EVENT SUCH RIGHTS, TITLE AND INTEREST SHALL IMMEDIATELY VEST, IN THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED PARTIES, IN WHICH CASE THE COLLATERAL AGENT
SHALL BE ENTITLED TO EXERCISE THE POWER OF ATTORNEY REFERRED TO IN SECTION 4.1
TO EXECUTE, CAUSE TO BE ACKNOWLEDGED AND NOTARIZED AND RECORD SAID ABSOLUTE
ASSIGNMENT WITH THE APPLICABLE AGENCY; (II) TAKE AND USE OR SELL ITS MARKS AND
THE GOODWILL OF SUCH ASSIGNOR'S BUSINESS SYMBOLIZED BY ITS MARKS AND THE RIGHT
TO CARRY ON THE BUSINESS AND USE THE ASSETS OF SUCH ASSIGNOR IN CONNECTION WITH
WHICH ITS MARKS HAVE BEEN USED; AND (III) DIRECT SUCH ASSIGNOR TO REFRAIN, IN
WHICH EVENT SUCH ASSIGNOR SHALL REFRAIN, FROM USING ITS MARKS IN ANY MANNER
WHATSOEVER, DIRECTLY OR INDIRECTLY, AND EXECUTE SUCH OTHER AND FURTHER DOCUMENTS
THAT THE COLLATERAL AGENT MAY REQUEST TO FURTHER CONFIRM THIS AND TO TRANSFER
OWNERSHIP OF ITS MARKS AND REGISTRATIONS AND ANY PENDING TRADEMARK APPLICATION
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY EQUIVALENT GOVERNMENT
AGENCY OR OFFICE TO THE COLLATERAL AGENT.
NOTWITHSTANDING ANY PROVISION IN THIS
AGREEMENT TO THE CONTRARY, NO ASSIGNOR SHALL BE REQUIRED TO FILE OR TAKE OTHER
ACTION TO PERFECT IN ANY FOREIGN JURISDICTION THE LIENS WITH RESPECT TO ANY
MARKS, PATENTS OR COPYRIGHTS OTHER THAN FILINGS WITH THE UNITED STATES PATENT
AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE AND NO REPRESENTATION
OR WARRANTY SHALL BE CONSTRUED TO REQUIRE THE FOREGOING OR BREACHED BY THE
FAILURE TO SO FILE OR TAKE SUCH OTHER ACTION; PROVIDED, HOWEVER, THAT EACH
ASSIGNOR AGREES, WITHIN TEN (10) DAYS OF ITS RECEIPT OF A WRITTEN REQUEST FROM
THE COLLATERAL AGENT AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, TO TAKE ANY AND ALL ACTIONS NECESSARY OR REASONABLY REQUESTED BY THE
COLLATERAL AGENT, INCLUDING THE EXECUTION AND DELIVERY OF ALL