Common use of Assignment and Grant of Security Interest Clause in Contracts

Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Secured Party a continuing security interest in all of Debtor's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Guarantied Obligations, Debtor Holdings hereby grants, assigns, transfers and conveys to Secured Party Lender a continuing security interest in all of Debtor's Holdings' right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), ) and federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach)Holdings, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States (but excluding each application to register any trademark, service xxxx, or any other country xxxx xxxxx to the filing under applicable law of a verified statement of use (or any political subdivision thereof, the equivalent) for such trademark or service xxxx) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule SCHEDULE A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor Holdings or in the name of Secured Party Lender for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's Holdings' business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds proceeds of any and all of the foregoingforegoing Trademark Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Trademark Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Trademark Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto.

Assignment and Grant of Security Interest. To secure (a) As security for the ----------------------------------------- payment and performance of the Secured Obligations, Debtor Borrower hereby grants, assigns, transfers and conveys to Secured Party and grants a continuing security interest in and mortgage to Lender, for security purposes, all of DebtorBorrower's right, title and interest in in, to and to under the following property, whether now existing or owned or hereafter acquired acquired, developed or arising and whether registered or unregistered (collectively, the "Trademark Intellectual Property Collateral"): (i) all foreign and domestic patents and patent applications, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, including, without limitation, such patents, patent applications and patent licenses as described in Schedule A hereto, all rights to xxx for past, present and future infringement ---------- thereof, all rights arising therefrom and pertaining thereto, and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate and applications for registration of such trademarks, service marks and trade names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach), and all registrations and recordings thereof, and all applications filed or relating to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment or unconsented use thereof, and all income and royalties with respect to any licenses, including, without limitation, such marks, names, applications and licenses as described in Schedule B hereto, whether registered or unregistered ---------- and wherever registered, whether rights arising therefrom throughout the world (collectivelyto such marks arise under statutory or common law, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or and future infringement or unconsented use of any Trademarks and infringement, all rights arising therefrom and pertaining theretothereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Borrower connected with or symbolized by any of the aforementioned properties and assets; (iv) all general intangibles related to (as defined in the UCC) and all intangible intellectual or other similar property of Borrower of any kind or nature, associated with or arising out of any of the Trademarks aforementioned properties and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewithassets and not otherwise described above; and (ivv) all products and Proceeds proceeds of any and all of the foregoing. (b) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Obligations, Debtor Borrower hereby grants, assigns, transfers and conveys to Secured Party Lender a continuing security interest in all of DebtorBorrower's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), ) and federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach)Borrower, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States (but excluding each application to register any trademark, service xxxx or any other country xxxx xxxxx to the filing under applicable law of a verified statement of use (or any political subdivision thereof, the equivalent) for such trademark or service xxxx) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule SCHEDULE A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but - not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor Borrower or in the name of Secured Party Lender for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of DebtorBorrower's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds proceeds of any and all of the foregoingforegoing Trademark Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Trademark Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Trademark Collateral or proceeds are sold, licensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- payment and performance of the Secured Obligations, each Debtor hereby grants, assigns, transfers transfers, and conveys to Secured Party Party, and hereby grants a continuing security interest in to Secured Party in, all of such Debtor's right, title and interest in in, to and to under the following property, whether now existing or hereafter acquired or arising arising, and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by that Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breachbreach and where the licensor is not an affiliate of a Debtor), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or sue xx bring opposition or cancellation proceedings in the name of that Debtor or in the name of Secured Party for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx sue for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of that Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure the Secured ----------------------------------------- Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Secured Party a continuing security interest in all of Debtor's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise the grant of a security interest is prohibited by any license or related licensing agreement under circumstances where agreement), but subject to the granting rights and options of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach)licensors thereunder, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Obligations, Debtor hereby grants, assigns, transfers and conveys to Secured Party a continuing security interest in all of Debtor's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breachbreach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereofthereof (but excluding each application to register any trademark, service xxxx, or other xxxx xxxxx to the filing under applicable law of a verified statement of use (or the equivalent) for such trademark or service xxxx) and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A ---------- hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- Secured Obligations, Debtor Obligor hereby grants, assigns, transfers and conveys to Secured Party Foothill a continuing security interest in all of DebtorObligor's right, title and interest in and to the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor Obligor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination terminating or permitting termination of the license for breachbreach (unless the licensor has consented to such grant or waived such termination remedy)), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or bring opposition or cancellation proceedings in the name of Debtor Obligor or in the name of Secured Party Foothill for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of DebtorObligor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure the ----------------------------------------- payment and performance of the Secured Obligations, each Debtor hereby grants, assigns, transfers transfers, conveys, and conveys grants a security interest to Secured Party a continuing security interest in in, all of such Debtor's right, title and interest in in, to and to under the following property, whether now existing or hereafter acquired or arising arising, and whether registered or unregistered (collectively, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by that Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breachbreach and where the licensor is not an affiliate of a Debtor), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto ---------- (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to xxx or sue xx bring opposition or cancellation proceedings in the name of that Debtor or in the name of Secured Party for past, present or future infringe-ment infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue xxx for past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of that Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing. Anything in the Loan Documents to the contrary notwithstanding, the Trademark Collateral shall not include the Excluded Assets.