AND LAWFUL ATTORNEY-IN-FACT
WITH FULL POWER AND AUTHORITY,
5
(I) TO SIGN THE NAME OF DEBTOR ON ALL OR ANY OF SUCH DOCUMENTS OR INSTRUMENTS
AND PERFORM ALL OTHER ACTS THAT COLLATERAL AGENT IN THE EXERCISE OF ITS
REASONABLE DISCRETION DEEMS NECESSARY IN ORDER TO PERFECT OR CONTINUE THE
PERFECTION OF, MAINTAIN THE PRIORITY OR ENFORCEABILITY OF OR PROVIDE NOTICE OF
THE SECURITY INTEREST IN THE TRADEMARK COLLATERAL HELD BY COLLATERAL AGENT FOR
THE BENEFIT OF THE LENDER GROUP, AND (II) TO EXECUTE ANY AND ALL OTHER DOCUMENTS
AND INSTRUMENTS, AND TO PERFORM ANY AND ALL ACTS AND THINGS FOR AND ON BEHALF OF
DEBTOR, WHICH COLLATERAL AGENT, IN THE EXERCISE OF ITS REASONABLE DISCRETION,
MAY DEEM NECESSARY OR ADVISABLE TO MAINTAIN, PRESERVE AND PROTECT THE TRADEMARK
COLLATERAL AND TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING (A) AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, TO DEFEND,
SETTLE, ADJUST OR INSTITUTE ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO THE
TRADEMARK COLLATERAL, (B) AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF
ANY EVENT OF DEFAULT, TO ASSERT OR RETAIN ANY RIGHTS UNDER ANY LICENSE AGREEMENT
FOR ANY OF THE TRADEMARK COLLATERAL, AND (C) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO EXECUTE ANY AND ALL APPLICATIONS,
DOCUMENTS, PAPERS AND INSTRUMENTS FOR COLLATERAL AGENT TO USE THE TRADEMARK
COLLATERAL, TO GRANT OR ISSUE ANY EXCLUSIVE OR NON-EXCLUSIVE LICENSE WITH
RESPECT TO ANY TRADEMARK COLLATERAL, AND TO ASSIGN, CONVEY OR OTHERWISE TRANSFER
TITLE IN OR DISPOSE OF THE TRADEMARK COLLATERAL.
THE POWER OF ATTORNEY SET
FORTH IN THIS SECTION 3, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE SO LONG
AS THIS AGREEMENT SHALL NOT HAVE TERMINATED IN ACCORDANCE WITH SECTION 18;
PROVIDED THAT THE FOREGOING POWER OF ATTORNEY SHALL TERMINATE WHEN ALL OF THE
SECURED OBLIGATIONS HAVE BEEN FULLY AND FINALLY REPAID AND PERFORMED AND THE
LENDER GROUP'S OBLIGATION TO EXTEND CREDIT UNDER THE FINANCING AGREEMENT IS
TERMINATED.
NOTHING HEREIN SHALL BE CONSTRUED TO IMPOSE AN OBLIGATION ON DEBTOR
TO USE ANY TRADEMARK OR ATTEMPT TO MAINTAIN ANY TRADEMARK APPLICATION OR
REGISTRATION IF SUCH TRADEMARK IS NOT BEING USED BY DEBTOR.
4.
REPRESENTATIONS AND WARRANTIES. DEBTOR REPRESENTS AND WARRANTS TO EACH
MEMBER OF THE LENDER GROUP, IN EACH CASE TO THE BEST OF ITS KNOWLEDGE,
INFORMATION, AND BELIEF, AS FOLLOWS:
(A)
NO OTHER TRADEMARKS.
SCHEDULE A SETS FORTH A TRUE AND CORRECT LIST, AS OF
THE DATE HEREOF, OF ALL OF DEBTOR'S EXISTING TRADEMARKS THAT ARE REGISTERED WITH
THE PTO OR ANY CORRESPONDING OR SIMILAR TRADEMARK OFFICE OF ANY OTHER U.S.
JURISDICTION, OR FOR WHICH ANY APPLICATION FOR REGISTRATION HAS BEEN FILED WITH
THE PTO OR ANY CORRESPONDING OR SIMILAR TRADEMARK OFFICE OF ANY OTHER U.S.
JURISDICTION, AND THAT ARE OWNED AND USED BY DEBTOR.
(B)
TRADEMARKS SUBSISTING.
EACH OF DEBTOR'S TRADEMARKS LISTED IN SCHEDULE A
IS SUBSISTING AND HAS NOT BEEN ADJUDGED INVALID OR UNENFORCEABLE, IN WHOLE OR IN
PART, AND, TO THE BEST OF DEBTOR'S KNOWLEDGE, EACH OF THE