TRADEMARKS SET FORTH
ON SCHEDULE A IS VALID AND ENFORCEABLE.
(C)
OWNERSHIP OF TRADEMARK COLLATERAL; NO VIOLATION.
(I) DEBTOR HAS RIGHTS IN
AND GOOD AND DEFENSIBLE TITLE TO THE TRADEMARK COLLATERAL, (II) DEBTOR IS THE
SOLE AND EXCLUSIVE OWNER OF THE TRADEMARK COLLATERAL, FREE AND CLEAR OF ANY
LIENS AND RIGHTS OF OTHERS (OTHER THAN THE SECURITY INTEREST CREATED HEREUNDER
AND OTHER THAN PERMITTED LIENS), INCLUDING LICENSES, REGISTERED USER AGREEMENTS
AND COVENANTS BY DEBTOR NOT TO SUE THIRD PERSONS, AND
6
(III) WITH RESPECT TO ANY TRADEMARKS FOR WHICH DEBTOR IS EITHER A LICENSOR OR A
LICENSEE PURSUANT TO A LICENSE OR LICENSING AGREEMENT REGARDING SUCH TRADEMARK,
EACH SUCH LICENSE OR LICENSING AGREEMENT IS IN FULL FORCE AND EFFECT, DEBTOR IS
NOT IN MATERIAL DEFAULT OF ANY OF ITS OBLIGATIONS THEREUNDER AND, (A) OTHER THAN
THE PARTIES TO SUCH LICENSES OR LICENSING AGREEMENTS, OR (B) IN THE CASE OF ANY
NON-EXCLUSIVE LICENSE OR LICENSE AGREEMENT ENTERED INTO BY DEBTOR OR ANY SUCH
LICENSOR REGARDING SUCH TRADEMARK, THE PARTIES TO ANY OTHER SUCH NON-EXCLUSIVE
LICENSES OR LICENSE AGREEMENTS ENTERED INTO BY DEBTOR OR ANY SUCH LICENSOR WITH
ANY OTHER PERSON, NO OTHER PERSON HAS ANY RIGHTS IN OR TO ANY OF THE TRADEMARK
COLLATERAL.
NOTHING IN THIS SECTION 4(C) SHALL BE CONSIDERED TO BE A
REPRESENTATION THAT DEBTOR IS THE EXCLUSIVE USER OF ANY TRADEMARK, IT BEING
GENERALLY UNDERSTOOD THAT THE SAME TRADEMARK MAY BE VALIDLY USED BY INDEPENDENT
PARTIES IF NO LIKELIHOOD OF CONFUSION WOULD RESULT.
TO THE BEST OF DEBTOR'S
KNOWLEDGE, THE PAST, PRESENT AND CONTEMPLATED FUTURE USE OF THE TRADEMARK
COLLATERAL BY DEBTOR HAS NOT, DOES NOT AND WILL NOT MATERIALLY INFRINGE UPON OR
MATERIALLY VIOLATE ANY RIGHT, PRIVILEGE OR LICENSE AGREEMENT OF OR WITH ANY
OTHER PERSON OR GIVE ANY SUCH PERSON THE RIGHT TO TERMINATE ANY SUCH RIGHT,
PRIVILEGE OR LICENSE AGREEMENT.
(D)
NO INFRINGEMENT.
TO THE BEST OF DEBTOR'S KNOWLEDGE NO MATERIAL
INFRINGEMENT OR UNAUTHORIZED USE PRESENTLY IS BEING MADE OF ANY OF THE TRADEMARK
COLLATERAL BY ANY PERSON.
(E)
POWERS.
DEBTOR HAS THE UNQUALIFIED RIGHT, POWER AND AUTHORITY TO PLEDGE
AND TO GRANT TO COLLATERAL AGENT SECURITY INTERESTS IN THE TRADEMARK COLLATERAL
PURSUANT TO THIS AGREEMENT, AND TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT THE CONSENT OR APPROVAL
OF ANY OTHER PERSON EXCEPT AS ALREADY OBTAINED.
5.
COVENANTS.
SO LONG AS ANY OF THE SECURED OBLIGATIONS REMAIN UNSATISFIED,
DEBTOR AGREES: (I) THAT IT WILL COMPLY IN ALL MATERIAL RESPECTS WITH ALL OF THE
COVENANTS, TERMS AND PROVISIONS OF THIS AGREEMENT, AND (II) THAT IT WILL
PROMPTLY GIVE COLLATERAL AGENT WRITTEN NOTICE OF THE OCCURRENCE OF ANY EVENT
THAT REASONABLY COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON ANY OF
THE TRADEMARKS AND THE TRADEMARK COLLATERAL, INCLUDING ANY PETITION UNDER THE
BANKRUPTCY CODE FILED BY OR AGAINST ANY LICENSOR OF ANY OF THE TRADEMARKS FOR
WHICH DEBTOR IS A LICENSEE.
6.
FUTURE RIGHTS.
FOR SO LONG AS ANY OF THE SECURED OBLIGATIONS SHALL