LICENSED TO USE ALL
UNITED STATES TRADEMARK REGISTRATIONS AND APPLICATIONS THAT IT USES (OTHER THAN
ANY TRADEMARK REGISTRATIONS OR APPLICATIONS THAT ARE NOT NECESSARY OR MATERIAL
TO THE OPERATION OR FINANCIAL CONDITION OF ASSIGNOR'S BUSINESS).
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
IN ORDER TO EFFECT AN ABSOLUTE ASSIGNMENT OF ALL RIGHT, TITLE AND INTEREST IN
EACH MARK AND ASSOCIATED GOODWILL, AND RECORD THE SAME.
EACH ASSIGNOR AGREES TO
UPDATE SCHEDULE 4.1 FROM TIME TO TIME AT THE REQUEST OF THE COLLATERAL AGENT
(BUT NO LESS FREQUENTLY THAN ANNUALLY) TO REFLECT ANY NEW INFORMATION REQUIRED
TO BE INDICATED THEREON AND WILL PROVIDE SUCH SUPPLEMENT TO THE COLLATERAL AGENT
IN THE FORM REQUIRED BY THE COLLATERAL AGENT.
11
SECTION 4.2.
DIVESTITURES.
EACH ASSIGNOR HEREBY AGREES NOT TO DIVEST
ITSELF OF ANY MATERIAL RIGHT UNDER ANY MARK THAT IS NECESSARY OR MATERIAL TO THE
OPERATION OR FINANCIAL CONDITION OF SUCH ASSIGNOR'S BUSINESS ABSENT PRIOR
WRITTEN APPROVAL OF THE COLLATERAL AGENT, EXCEPT IN ACCORDANCE WITH SECTION 8.6
OF THE CREDIT AGREEMENT.
SECTION 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 MAY BE AVAILABLE WITH
RESPECT TO, ANY PARTY WHO MAY BE INFRINGING OR OTHERWISE VIOLATING ANY OF SUCH
ASSIGNOR'S RIGHTS IN AND TO ANY SIGNIFICANT MARK, OR WITH RESPECT TO ANY PARTY
CLAIMING THAT SUCH ASSIGNOR'S USE OF ANY SIGNIFICANT MARK VIOLATES ANY PROPERTY
RIGHT OF THAT PARTY, IN EACH CASE TO THE EXTENT THAT SUCH ASSIGNOR REASONABLY
BELIEVES THAT, WITH RESPECT TO SUCH INFRINGEMENT, IF DETERMINED ADVERSELY TO
SUCH ASSIGNOR, IT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
SECTION 4.4.
PRESERVATION OF MARKS.
EACH ASSIGNOR SHALL HAVE THE DUTY
TO: (A) PROSECUTE DILIGENTLY ANY TRADEMARK APPLICATION OR SERVICE MARK
APPLICATION THAT IS A PART OF THE MARKS PENDING AS OF THE DATE HEREOF OR
HEREAFTER WHICH ARE NECESSARY OR MATERIAL TO THE OPERATION OR FINANCIAL
CONDITION OF SUCH ASSIGNOR'S BUSINESS; (B) MAKE APPLICATION FOR TRADEMARKS OR
SERVICE MARKS WHICH ARE NECESSARY OR MATERIAL TO THE OPERATION OR FINANCIAL
CONDITION OF SUCH ASSIGNOR'S BUSINESS; AND (C) USE ITS BEST EFFORTS TO MAINTAIN
IN FULL FORCE AND EFFECT THE MARKS AND THE LICENSES THEREFOR THAT ARE OR SHALL
BE NECESSARY OR MATERIAL TO THE OPERATION OR FINANCIAL CONDITION OF SUCH
ASSIGNOR'S BUSINESS.
SECTION 4.5.
MAINTENANCE OF REGISTRATION.
EACH ASSIGNOR SHALL, AT ITS
OWN EXPENSE, DILIGENTLY PROCESS ALL DOCUMENTS REQUIRED BY THE TRADEMARK ACT OF
1946, 15 U.S.C. §§ 1051 ET SEQ. TO MAINTAIN TRADEMARK REGISTRATIONS, INCLUDING
BUT NOT LIMITED TO AFFIDAVITS OF USE AND APPLICATIONS FOR RENEWALS OF
REGISTRATION IN THE UNITED STATES PATENT AND TRADEMARK OFFICE FOR ALL OF ITS
SIGNIFICANT MARKS PURSUANT TO 15 U.S.C. §§ 1058(A), 1059 AND 1065, AND SHALL PAY