ALL FEES AND DISBURSEMENTS IN CONNECTION THEREWITH AND SHALL NOT ABANDON ANY
SUCH FILING OF AFFIDAVIT OF USE OR ANY SUCH APPLICATION OF RENEWAL PRIOR TO THE
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.
SECTION 4.6.
FUTURE REGISTERED MARKS.
EACH ASSIGNOR SHALL, ON A
QUARTERLY BASIS, DELIVER TO THE COLLATERAL AGENT (A) A COPY OF EACH 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 MARK TO THE COLLATERAL
AGENT, CONFIRMING THE GRANT THEREOF HEREUNDER, THE FORM OF SUCH GRANT TO BE
SUBSTANTIALLY THE SAME AS THE FORM HEREOF.
SECTION 4.7.
REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, THE COLLATERAL AGENT MAY, BY WRITTEN NOTICE TO THE RELEVANT
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 THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED PARTIES, 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
12
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 THE MARKS
TOGETHER WITH THE GOODWILL OF SUCH ASSIGNOR'S BUSINESS SYMBOLIZED BY THE MARKS
AND THE RIGHT TO CARRY ON THE BUSINESS AND USE THE ASSETS OF SUCH ASSIGNOR IN
CONNECTION WITH WHICH THE MARKS HAVE BEEN USED; AND (III) DIRECT SUCH ASSIGNOR
TO REFRAIN, IN WHICH EVENT SUCH ASSIGNOR SHALL REFRAIN, FROM USING THE 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 THE MARKS AND REGISTRATIONS AND ANY PENDING
TRADEMARK APPLICATION IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY
EQUIVALENT GOVERNMENT AGENCY OR OFFICE IN ANY FOREIGN JURISDICTION TO THE
COLLATERAL AGENT.
ARTICLE V
SPECIAL PROVISIONS CONCERNING
PATENTS, COPYRIGHTS AND TRADE SECRETS
SECTION 5.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR
REPRESENTS AND WARRANTS AS OF THE DATE HEREOF (OR, FOR ANY ASSIGNOR MADE A PARTY
HERETO PURSUANT TO ITS EXECUTION OF A SUPPLEMENT HERETO IN ACCORDANCE WITH
SECTION 14.2(D), AS OF THE DATE OF SUCH SUPPLEMENT) THAT IT IS THE TRUE AND
LAWFUL EXCLUSIVE OWNER OF OR OTHERWISE HAS THE RIGHT TO USE (I) ALL MATERIAL
TRADE SECRETS NECESSARY TO OPERATE THE BUSINESS OF SUCH ASSIGNOR, (II) THE
PATENTS LISTED IN SCHEDULE 5.1(A) HERETO FOR SUCH ASSIGNOR AND (III) THE
COPYRIGHTS LISTED