THE BENEFIT OF THE
SECURED CREDITORS, IN WHICH EVENT SUCH RIGHTS, TITLE AND INTEREST SHALL
IMMEDIATELY VEST, IN THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED
CREDITORS, AND THE COLLATERAL AGENT SHALL BE ENTITLED TO EXERCISE THE POWER OF
ATTORNEY REFERRED TO IN OR DELIVERED PURSUANT TO SECTION 4.1 HEREOF TO EXECUTE,
CAUSE TO BE ACKNOWLEDGED AND NOTARIZED AND TO RECORD SAID ABSOLUTE ASSIGNMENT
WITH THE APPLICABLE AGENCY; (II) TAKE AND USE OR SELL THE MARKS OR DOMAIN NAMES
AND THE GOODWILL OF SUCH ASSIGNOR'S BUSINESS SYMBOLIZED BY THE MARKS OR DOMAIN
NAMES AND THE RIGHT TO CARRY ON THE BUSINESS AND USE THE ASSETS OF SUCH ASSIGNOR
IN CONNECTION WITH WHICH THE MARKS OR DOMAIN NAMES HAVE BEEN USED; AND (III)
DIRECT SUCH ASSIGNOR TO REFRAIN, IN WHICH EVENT SUCH ASSIGNOR SHALL REFRAIN,
FROM USING THE MARKS OR DOMAIN NAMES IN ANY MANNER WHATSOEVER, DIRECTLY OR
INDIRECTLY, AND, IF REQUESTED BY THE COLLATERAL AGENT, CHANGE SUCH ASSIGNOR'S
CORPORATE NAME TO ELIMINATE THEREFROM ANY USE OF ANY MARK OR DOMAIN NAME AND
EXECUTE SUCH OTHER AND FURTHER DOCUMENTS THAT THE COLLATERAL AGENT MAY REQUEST
TO FURTHER CONFIRM THIS AND TO TRANSFER OWNERSHIP OF THE MARKS OR DOMAIN NAMES
AND REGISTRATIONS AND ANY PENDING TRADEMARK APPLICATIONS THEREFOR IN THE UNITED
STATES PATENT AND TRADEMARK OFFICE OR APPLICABLE DOMAIN NAME REGISTRAR (OR, IN
EACH CASE, ANY EQUIVALENT GOVERNMENT AGENCY OR OFFICE IN ANY FOREIGN
JURISDICTION) TO THE COLLATERAL AGENT.
ARTICLE V
SPECIAL PROVISIONS CONCERNING PATENTS,
COPYRIGHTS AND TRADE SECRETS
5.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR REPRESENTS AND
WARRANTS THAT AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, IT IS THE TRUE AND
LAWFUL EXCLUSIVE OWNER OF OR OTHERWISE HAS THE RIGHT TO USE ALL RIGHTS IN (I)
ALL TRADE SECRETS AND PROPRIETARY INFORMATION NECESSARY TO OPERATE THE BUSINESS
OF SUCH ASSIGNOR (THE "TRADE SECRET RIGHTS"), (II) THE PATENTS LISTED IN ANNEX G
HERETO FOR SUCH ASSIGNOR AND THAT SAID PATENTS CONSTITUTE ALL THE PATENTS AND
APPLICATIONS FOR PATENTS THAT SUCH ASSIGNOR NOW OWNS AND THAT AS OF THE SECOND
RESTATEMENT EFFECTIVE DATE ARE NECESSARY IN THE CONDUCT OF THE BUSINESS OF SUCH
ASSIGNOR AS CURRENTLY CONDUCTED AND (III) THE COPYRIGHTS LISTED IN ANNEX H
HERETO FOR SUCH ASSIGNOR AND THAT SAID COPYRIGHTS CONSTITUTE ALL THE UNITED
STATES COPYRIGHTS REGISTERED WITH THE UNITED STATES COPYRIGHT OFFICE AND
APPLICATIONS FOR UNITED STATES COPYRIGHTS THAT SUCH ASSIGNOR OWNS AS OF THE
14
SECOND RESTATEMENT EFFECTIVE DATE AND THAT ARE NECESSARY IN THE CONDUCT OF THE
BUSINESS OF SUCH ASSIGNOR AS CURRENTLY CONDUCTED. EACH ASSIGNOR FURTHER
REPRESENTS AND WARRANTS THAT IT HAS THE EXCLUSIVE RIGHT TO USE AND PRACTICE
UNDER ALL PATENTS AND COPYRIGHTS THAT IT OWNS AND HAS THE EXCLUSIVE RIGHT TO
EXCLUDE OTHERS FROM USING OR PRACTICING UNDER ANY PATENTS IT OWNS, EXCEPT AS
OTHERWISE PERMITTED BY THE SECURED DEBT AGREEMENTS. EACH ASSIGNOR FURTHER
WARRANTS THAT, AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, IT HAS NO KNOWLEDGE
OF ANY MATERIAL THIRD PARTY CLAIM THAT ANY ASPECT OF SUCH ASSIGNOR'S PRESENT OR
CONTEMPLATED