EXCEPT WITH RESPECT TO ANY SUCH MARKS THAT ARE NOT NECESSARY OR MATERIAL
TO THE OPERATION OR FINANCIAL CONDITION OF ASSIGNOR'S BUSINESS AND (F) IT OWNS
OR IS LICENSED TO USE ALL UNITED STATES TRADEMARK REGISTRATIONS AND APPLICATIONS
THAT IT USES, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
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 (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.
4.2
DIVESTITURES.
EACH ASSIGNOR HEREBY AGREES NOT TO DIVEST ITSELF OF
ANY MATERIAL RIGHT UNDER ANY SIGNIFICANT MARK ABSENT PRIOR WRITTEN APPROVAL OF
THE COLLATERAL AGENT, EXCEPT IN ACCORDANCE WITH THE CREDIT AGREEMENT.
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 NON-PRIVILEGED 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.
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 SIGNIFICANT MARKS PENDING AS OF THE DATE HEREOF OR
HEREAFTER; (B) MAKE APPLICATION FOR REGISTRATION OF 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 SIGNIFICANT MARKS AND THE LICENSES THEREFOR.
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 ALL FEES AND
DISBURSEMENTS IN CONNECTION THEREWITH AND SHALL NOT ABANDON ANY SUCH FILING OF
ANY AFFIDAVIT OF USE OR ANY SUCH APPLICATION OF RENEWAL FOR ANY OF ITS
SIGNIFICANT MARKS PRIOR TO THE