OTHERWISE HAS THE RIGHT TO USE THE MARKS
AND DOMAIN NAMES LISTED IN ANNEX F HERETO FOR SUCH ASSIGNOR AND THAT SAID LISTED
MARKS AND DOMAIN NAMES INCLUDE ALL THE UNITED STATES MARKS OR APPLICATIONS FOR
UNITED STATES MARKS REGISTERED IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
AND ALL DOMAIN NAMES THAT SUCH ASSIGNOR PRESENTLY OWNS OR USES IN CONNECTION
WITH ITS BUSINESS AS OF THE SECOND RESTATEMENT EFFECTIVE DATE. EACH ASSIGNOR
REPRESENTS AND WARRANTS THAT IT OWNS OR OTHERWISE HAS THE RIGHT TO USE ALL
MATERIAL MARKS AND DOMAIN NAMES THAT IT USES. EACH ASSIGNOR FURTHER WARRANTS
THAT IT HAS NO KNOWLEDGE, AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, OF ANY
MATERIAL THIRD PARTY CLAIM THAT ANY ASPECT OF SUCH ASSIGNOR'S PRESENT OR
CONTEMPLATED BUSINESS OPERATIONS INFRINGES OR WILL INFRINGE ANY RIGHTS IN ANY
TRADEMARK, SERVICE MARK OR TRADE NAME OF ANY OTHER PERSON. EACH ASSIGNOR
REPRESENTS AND WARRANTS THAT AS OF THE SECOND RESTATEMENT EFFECTIVE DATE IT IS
THE BENEFICIAL AND RECORD OWNER OF ALL UNITED STATES TRADEMARK REGISTRATIONS AND
APPLICATIONS AND DOMAIN NAME REGISTRATIONS LISTED IN ANNEX F HERETO FOR SUCH
ASSIGNOR AND THAT AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, OTHER THAN AS SET
FORTH ON ANNEX F HERETO, SAID REGISTRATIONS ARE VALID, SUBSISTING AND HAVE NOT
BEEN
12
CANCELED AND THAT SUCH ASSIGNOR IS NOT AWARE OF ANY MATERIAL THIRD PARTY CLAIM
THAT ANY OF SAID REGISTRATIONS IS INVALID OR UNENFORCEABLE. EACH ASSIGNOR HEREBY
GRANTS TO THE COLLATERAL AGENT AN ABSOLUTE POWER OF ATTORNEY TO SIGN, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ANY DOCUMENT WHICH
MAY BE REQUIRED BY THE UNITED STATES PATENT AND TRADEMARK OFFICE OR SECRETARY OF
STATE OR EQUIVALENT GOVERNMENTAL AGENCY OF ANY STATE OF THE UNITED STATES OR ANY
FOREIGN JURISDICTION IN ORDER TO EFFECT AN ABSOLUTE ASSIGNMENT OF ALL RIGHT,
TITLE AND INTEREST IN EACH MARK AND/OR DOMAIN NAME, AND RECORD THE SAME AND UPON
REQUEST BY COLLATERAL AGENT EACH ASSIGNOR AGREES TO EXECUTE AND DELIVER A POWER
OF ATTORNEY IN THE FORM OF EXHIBIT 4.1 HERETO.
4.2.
LICENSES AND AGREEMENTS.
EACH ASSIGNOR HEREBY AGREES NOT TO DIVEST ITSELF
OF ANY RIGHT UNDER ANY MARK OR DOMAIN NAME THAT IS MATERIAL TO THE BUSINESS OF
SUCH ASSIGNOR ABSENT PRIOR WRITTEN APPROVAL OF THE COLLATERAL AGENT, EXCEPT AS
OTHERWISE PERMITTED BY THE SECURED DEBT AGREEMENTS.
4.3.
INFRINGEMENTS.
EACH ASSIGNOR AGREES, PROMPTLY UPON LEARNING THEREOF, TO
NOTIFY THE COLLATERAL AGENT IN WRITING OF THE NAME AND ADDRESS OF, AND TO
FURNISH SUCH PERTINENT INFORMATION THAT IS AVAILABLE TO SUCH ASSIGNOR WITH
RESPECT TO, (I) ANY PARTY WHO SUCH ASSIGNOR BELIEVES IS INFRINGING OR DILUTING
OR OTHERWISE VIOLATING IN ANY MATERIAL RESPECT ANY OF SUCH ASSIGNOR'S RIGHTS IN
AND TO ANY MARK OR DOMAIN NAME, OR (II) ANY PARTY CLAIMING THAT SUCH ASSIGNOR'S
USE OF ANY MARK OR DOMAIN NAME VIOLATES IN ANY MATERIAL RESPECT ANY PROPERTY
RIGHT OF THAT PARTY. EACH ASSIGNOR FURTHER AGREES, UNLESS OTHERWISE AGREED BY
THE COLLATERAL AGENT, TO PROSECUTE, IN