Common use of Grant of Security Interest in Trademark Collateral Clause in Contracts

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor hereby pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties a security interest in all of its right, title and interest in or to the following Article 9 Collateral of the Pledgor (collectively, the “Trademark Collateral”): (a) Trademarks of the Pledgor listed on Schedule I attached hereto, and all renewals thereof; (b) all goodwill associated therewith or symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof; and (e) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets). Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark Collateral.

Grant of Security Interest in Trademark Collateral. As security for To secure the full payment or and performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of all of the Obligations, the Pledgor Assignor hereby pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties Agent a continuing first priority security interest in all of its such Assignor's right, title and interest in in, to and under the following, whether presently existing or to the following Article 9 Collateral of the Pledgor hereafter created or acquired (collectively, the “"Trademark Collateral”"): (ai) Trademarks all of its trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service xxxx applications, throughout the Pledgor listed on Schedule I attached hereto, world and (A) all renewals thereof; , (b) all goodwill associated therewith or symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; (dB) all income, royalties, damages and payments now or and hereafter due and/or payable under and payable with respect to any of the foregoingthereto, including including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringement infringements or dilutions thereof, (C) the right to xxx for past, present and future infringements and dilutions thereof, (D) the goodwill of Assignor's business symbolized by the foregoing and connected therewith, and (E) all of Assignor's rights corresponding thereto (the "Trademarks"), including, without limitation, those Trademarks filed with the United States Patent and Trademark Office, as set forth on Schedule A hereto, and (ii) any rights under or interest in any Trademark, and the right to use the foregoing in connection with the enforcement of Agent's and/or Lenders' rights under the Loan Documents, including, without limitation, the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by Assignor and now or hereafter covered by such licenses (the "Trademark Licenses") to which it is a party, including those referred to on Schedule A hereto; (b) all reissues, continuations or extensions of the foregoing; (c) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark licensed under any Trademark License; and (ed) all Proceedsproducts and proceeds of the foregoing, Supporting Obligations and products including, without limitation, any claim by Assignor against third parties for past, present or future (i) infringement or dilution of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets). Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application licensed under applicable federal law, after which period such application shall be automatically subject any Trademark License or (ii) injury to the security interest granted herein and deemed to be included in the goodwill associated with any Trademark Collateralor any Trademark licensed under any Trademark License.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit each member of the Secured Parties Group, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising but excluding any Excluded Assets (collectively, the “Trademark Collateral”): (a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the Pledgor listed on Schedule I attached hereto, and all renewals thereofxxxx in interstate commerce is submitted to the PTO pursuant to 15 X.X.X §0000 Section 1(c) or Section (d); (b) all goodwill associated therewith or of the business connected with the use of, and symbolized therebyby, each Trademark and each Trademark Intellectual Property License; and (c) all claims for, products and rights to xxx for, past or future infringements of any of proceeds (as that term is defined in the foregoing; (dCode) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; and (e) all Proceeds, Supporting Obligations and products or dilution of any and all of the foregoing and all collateral security and guarantees given by Trademark or any person with respect Trademarks exclusively licensed under any Intellectual Property License, including right to receive any of the foregoing damages, (in each case (aii) through (e), other than Excluded Assets). Notwithstanding anything injury to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in goodwill associated with any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability ofTrademark, or render void or voidable or result in the cancellation of the Pledgor’s right(iii) right to receive license fees, title or interest therein or royalties, and other compensation under any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark CollateralIntellectual Property License.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assignsLender, for the ratable benefit of Lender, to secure the Secured Parties Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising but excluding any Excluded Assets (collectively, the “Trademark Collateral”): (a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the Pledgor listed on Schedule I attached hereto, and all renewals thereofxxxx in interstate commerce is submitted to the PTO pursuant to 15 X.X.X §0000 Section 1(c) or Section (d); (b) all goodwill associated therewith or of the business connected with the use of, and symbolized therebyby, each Trademark and each Trademark Intellectual Property License; and (c) all claims for, products and rights to xxx for, past or future infringements of any of proceeds (as that term is defined in the foregoing; (dCode) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; and (e) all Proceeds, Supporting Obligations and products or dilution of any and all of the foregoing and all collateral security and guarantees given by Trademark or any person with respect Trademarks exclusively licensed under any Intellectual Property License, including right to receive any of the foregoing damages, (in each case (aii) through (e), other than Excluded Assets). Notwithstanding anything injury to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in goodwill associated with any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability ofTrademark, or render void or voidable or result in the cancellation of the Pledgor’s right(iii) right to receive license fees, title or interest therein or royalties, and other compensation under any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark CollateralIntellectual Property License.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Lenders, to secure the Secured Parties Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor's right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising but excluding any Excluded Assets (collectively, the “Trademark Collateral”): (a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Trademarks or service marks filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the Pledgor listed on Schedule I attached hereto, and all renewals thereofxxxx in interstate commerce is submitted to the PTO pursuant to 15 X.X.X §0000 Section 1(c) or Section (d); (b) all goodwill associated therewith or of the business connected with the use of, and symbolized therebyby, each Trademark and each Trademark Intellectual Property License; and (c) all claims for, products and rights to xxx for, past or future infringements of any of proceeds (as that term is defined in the foregoing; (dCode) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; and (e) all Proceeds, Supporting Obligations and products or dilution of any and all of the foregoing and all collateral security and guarantees given by Trademark or any person with respect Trademarks exclusively licensed under any Intellectual Property License, including right to receive any of the foregoing damages, (in each case (aii) through (e), other than Excluded Assets). Notwithstanding anything injury to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in goodwill associated with any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability ofTrademark, or render void or voidable or result in the cancellation of the Pledgor’s right(iii) right to receive license fees, title or interest therein or royalties, and other compensation under any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark CollateralIntellectual Property License.

Grant of Security Interest in Trademark Collateral. As security (a) Each Grantor, in order to secure the prompt payment of all of the Secured Obligations (other than the Term Loan Obligations), hereby grants to Collateral Agent, for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full benefit of the ObligationsRevolving Loan Lenders, the Pledgor hereby pledges Collateral Agent, and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties a continuing first priority security interest in all of its such Grantor's right, title and interest in in, to and under the following, whether presently existing or to the following Article 9 Collateral of the Pledgor hereafter created or acquired (collectively, the “"Trademark Collateral”"): (ai) all of its Trademarks of the Pledgor listed and Intellectual Property Licenses relating to Trademarks to which it is a party including those referred to on Schedule I attached hereto, and all renewals thereof; (bii) all goodwill associated therewith reissues, continuations or symbolized therebyextensions of the foregoing; and (ciii) all claims for, products and rights to xxx for, past or future infringements of any of the foregoing; (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any proceeds of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; andor dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License. (eb) all ProceedsEach Grantor, Supporting Obligations and products in order to secure the prompt payment of any and all of the foregoing and all collateral security and guarantees given by any person with respect Secured Obligations (other than the Revolving Loan Obligations), hereby grants to any Collateral Agent, for the benefit of the foregoing (in each case (a) through (e)Term Loan Lenders, other than Excluded Assets). Notwithstanding anything to the contrary in this AgreementCollateral Agent, this Agreement shall not constitute and Administrative Agent, a grant of a continuing first priority security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) all of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s such Grantor's right, title or and interest therein or any Trademark registration that issues as a result of such application in, to and under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark Collateral, whether presently existing or hereafter created or acquired. (c) Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to Collateral Agent, the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

Grant of Security Interest in Trademark Collateral. As In furtherance and as confirmation of the Security Interest granted by each of the Grantors to the Collateral Agent, its successors and assigns, for the ratable benefit of the Credit Parties, under the Security Agreements, and as further security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise)performance, as the case may be, in full of the its respective Secured Obligations, the Pledgor each Grantor hereby pledges ratifies such Security Interest and grants to the Administrative Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties Credit Parties, a security interest in all of its such Grantor’s right, title and interest in, to and under the following property of each Grantor whether now owned or now due, or in which any Grantor has an interest now, or hereafter acquired, arising, or to become due, or in which any Grantor obtains any interest and all products, Proceeds, substitutions, Accessions of or to the following Article 9 Collateral of the Pledgor property (collectively, the “Trademark Collateral”): (a) Trademarks all trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade dress, trade styles, service marks, brand names, designs, logos, slogans and other source identifiers, whether registered or unregistered, all registrations and applications therefor granted or pending under the laws of the Pledgor United States, any other country, or any political subdivision thereof, including the United States trademark and service xxxx registrations and applications listed on Schedule I attached heretoEXHIBIT A annexed hereto and made a part hereof, all common law rights related thereto throughout the world, together with any goodwill of the business connected with, and all renewals thereofsymbolized by, any of the foregoing; (b) all goodwill associated therewith agreements to which a Grantor is a party, whether written or symbolized thereby; andoral, providing for the grant by or to any Grantor of any right under any Trademark; (c) all claims for, and rights to xxx for, past or future infringements renewals of any of the foregoing; (d) all income, royalties, damages and payments now or and hereafter due and/or payable under and payable with respect to any of the foregoing, including payments under all Licenses entered into in connection therewith and damages and payments for past or future infringement infringements, misappropriations, dilutions or other violations thereof; (e) the right to xxx for past, present and future infringements, misappropriations, dilutions or other violations of any of the foregoing, and any money damages awarded or received by the Grantors on account of such suit (or the threat of such suit); and (ef) all Proceeds, Supporting Obligations and products of any and all of the foregoing Grantors’ rights of priority and all collateral security and guarantees given by any person with respect protection corresponding to any of the foregoing (in each case throughout the world; provided however that the Trademark Collateral shall not include, and the Security Interest and the security interest granted hereunder shall not attach to (a) through any lease, license, contract or agreement to which any Grantor is a party (eincluding any of its rights or interests thereunder) or any asset or property rights of such Grantor of any nature to the extent that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor under such lease, license, contract, agreement, asset or property right or result in such Grantor’s loss of use of such asset or property right or (ii) a breach or termination pursuant to the terms of such lease, license, contract or agreement, or a default under, any such lease, license, contract, agreement or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including the bankruptcy code) or principles of equity), other than Excluded Assets). Notwithstanding anything (b) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset or property right of any nature to the contrary in this Agreement, this Agreement shall not constitute a grant extent that any applicable Law prohibits the creation of a security interest thereon (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law or principles of equity), and (c) any application for trademarks and service marks filed in any the United States “intent to use” Patent and Trademark application filed Office pursuant to 15 U.S.C. § 1051 Section 1(b) of the Xxxxxx Act ), only to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s rightabandonment, title invalidation or interest therein or any Trademark registration that issues as a result unenforceability of such application under applicable federal lawor rights hereunder and only until evidence of the use of such trademark or service xxxx in commerce, after which period such application shall be automatically subject as defined in 15 U.S.C. § 1127, is submitted to the security interest granted herein United States Patent and deemed Trademark Office pursuant to be included in the Trademark 15 U.S.C. § 1051 Section 1(c) or 1(d), following which filing all such applications shall automatically become Collateral.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of each of the Secured Parties Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): (a1) Trademarks all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the Pledgor foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed on in Schedule I attached hereto, , (ii) all extension and all renewals thereof;, (biii) all of the goodwill associated therewith or of the business connected with the use of and symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements of by any of the foregoing;, (div) all incomerights to xxx or otherwise recover for any past, royaltiespresent and future infringement, damages and payments now dilution, or hereafter due and payable with respect to any other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and payments for past proceeds of suit now or future infringement thereof; hereafter due and/or payable with respect thereto, and (evi) all Proceeds, Supporting Obligations and products other rights of any and all of kind accruing thereunder or pertaining thereto throughout the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets)world. Notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a the Trademark Collateral include or the security interest in granted hereunder attach to any United States “intent to useintent‑to‑use” Trademark trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of issuing from such intent‑to‑use trademark application under applicable federal law; provided that, after which period upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent‑to‑use application shall be automatically subject to the security interest granted herein and deemed to be included in the considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor Each Grantor hereby unconditionally grants and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit each of the Secured Parties Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): (a) Trademarks all of the Pledgor listed its United States trademark and service xxxx registrations and applications including those referred to on Schedule I attached heretoI, and all renewals thereof; (b) all goodwill associated therewith or symbolized thereby; and (c) all claims forof the business connected with the use of, and rights to xxx forsymbolized by, past or future infringements of any each of the foregoing; (dc) all income, license fees, royalties, damages and payments now or and hereafter due or payable under and payable with respect to any of the foregoingthereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringement infringements or dilutions thereof; (d) the right to xxx for past, present and future infringements and dilutions thereof; and (e) all Proceeds, Supporting Obligations products and products of any and all proceeds (as that term is defined in the UCC) of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets)foregoing. Notwithstanding anything contained in this Trademark Security Agreement to the contrary in this Agreementcontrary, this Agreement the term “ Trademark Collateral” shall not constitute a grant of a security interest in include any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act intent-to-use trademark applications to the extent that that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein any such intent-to-use trademark applications or any Trademark registration registrations that issues as a result of such application issue therefrom under applicable federal law, after which period provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be automatically subject to the security interest granted herein and deemed to be included in the considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of each of the Secured Parties Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): (a) Trademarks ): all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of the Pledgor listed on Schedule I attached heretoorigin or source identification, and all renewals thereof; (b) all goodwill associated therewith general intangibles of a like nature, whether registered or symbolized thereby; and (c) all claims forunregistered, and rights to xxx for, past or future infringements of any of the foregoing; (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof; and (e) all Proceeds, Supporting Obligations and products of any and all of the foregoing foregoing: (i) all registrations and applications for registration thereof including, without limitation, the registrations and applications listed in Schedule I attached hereto, (ii) all collateral security extension and guarantees given renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any person with respect to any of the foregoing foregoing, (in each case iv) all rights to xxx or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (av) through all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (e), vi) all other than Excluded Assets)rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary contrary, in this Agreement, this Agreement no event shall not constitute a grant of a the Trademark Collateral include or the security interest in granted hereunder attach to any United States “intent to intent-to-use” Trademark trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of issuing from such intent-to-use trademark application under applicable federal law, after which period provided that upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be automatically subject to the security interest granted herein and deemed to be included in the considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Parties Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): (a) all of its Trademarks of the Pledgor listed including those referred to on Schedule I attached hereto, and all renewals thereofI; (b) all goodwill associated therewith or of the business connected with the use of, and symbolized therebyby, each Trademark and each Trademark Intellectual Property License; and (c) all claims for, products and rights to xxx for, past or future infringements of any of proceeds (as that term is defined in the foregoing; (dCode) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; and (e) all Proceeds, Supporting Obligations and products or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and all of the foregoing and all collateral security and guarantees given by other compensation under any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets)Trademark Intellectual Property License. Notwithstanding anything contained in this Trademark Security Agreement to the contrary in this Agreementcontrary, this Agreement the term “Trademark Collateral” shall not constitute a grant of a security interest in include any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act intent-to-use trademark applications to the extent that that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application intent-to-use trademark applications under applicable federal law, after which period provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be automatically subject to the security interest granted herein and deemed to be included in the considered “Trademark Collateral”.

Grant of Security Interest in Trademark Collateral. As security for Without limiting any other grant of Lien by Grantors in any Collateral under the Purchase Agreement or any Loan Documents, to secure the prompt payment or and performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor hereby pledges and grants all Secured Obligations to the Administrative Agent, Grantors hereby grant to Agent, for its successors benefit and permitted assigns, for the ratable benefit of the Secured Parties each other Lender, a continuing security interest in and to and Lien on all of its Grantors’ right, title and interest in or in, to and under the following Article 9 Collateral of the Pledgor Grantors, all whether now owned and/or existing or hereafter created, arising and/or acquired (collectively, the “Trademark Collateral”): (a) Trademarks all of its registered trademarks and filed trademark applications, including, without limitation, those referred to on Schedule 1 hereto or on any Schedule to any Supplement delivered hereafter, together with all renewals, reversions and extensions of the Pledgor listed on Schedule I attached hereto, and all renewals thereofforegoing; (b) all goodwill associated therewith or of the business connected with the use of, and symbolized thereby; andby, each such trademark and trademark application covered by (b) above; (c) all applications, registrations, claims, awards, judgments, amendments, improvements and insurance claims forrelated thereto now or hereafter owned or licensed by a Grantor, and rights to xxx foror any claims for damages by way of any past, past present, or future infringements infringement of any of the foregoing;, together with all accessions and additions thereto and proceeds thereof (including, without limitation, any proceeds resulting under insurance policies); provided, further, that the Trademark Collateral shall include, without limitation, all cash, royalty fees, other proceeds, Receivables, accounts and general intangibles that consist of rights of payment to or on behalf of a Grantor or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Trademark Collateral by or on behalf of a Grantor; and (d) all income, royalties, damages proceeds and payments now liabilities at any time due or hereafter due payable or asserted under and payable with respect to any of the foregoing, including damages including, without limitation, all rights to xxx and payments recover at law or in equity for past any past, present and future infringement, misappropriation, dilution, violation or future infringement other impairment thereof; and (e) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets). Notwithstanding anything to the contrary in this Agreement, this Agreement The Trademark Collateral shall not constitute a grant of a security interest in include any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark CollateralExcluded Property.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturityEach Grantor hereby unconditionally grants, by acceleration or otherwise)collaterally assigns, as the case may be, in full of the Obligations, the Pledgor hereby and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of each Lender, to secure the Secured Parties Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 Collateral of the Pledgor following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”): (a) all of its Trademarks of the Pledgor listed and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I attached hereto, and all renewals thereof; (b) all goodwill associated therewith or symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof; and (e) all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e)I, other than Excluded Assets). Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act intent-to-use trademark applications to the extent that that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application intent-to-use trademark applications under applicable federal law, after which period provided, that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be automatically subject considered Trademark Collateral; (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and (c) all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the security interest granted herein goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and deemed to be included in the other compensation under any Trademark CollateralIntellectual Property License.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor Each Grantor hereby pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties Lender Group and the Bank Product Providers, a continuing first priority security interest in all of its such Grantor’s right, title and interest in in, to and under the following, whether presently existing or to the following Article 9 Collateral of the Pledgor hereafter created or acquired (collectively, the “Trademark Collateral”): (a) all of its Trademarks of the Pledgor listed including those referred to on Schedule I attached hereto, and all renewals thereof; (b) all goodwill associated therewith goodwill, trade secrets, proprietary or symbolized thereby; andconfidential information, technical information, procedures, formulae, quality control standards, designs, operating and training manuals, customer lists, and other General Intangibles with respect to the foregoing; (c) all claims forreissues, and rights to xxx for, past continuations or future infringements of any extensions of the foregoing; (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any goodwill of the foregoingbusiness connected with the use of, including damages and payments for past or future infringement thereofsymbolized by, each Trademark; and (e) all Proceedsproducts and proceeds of the foregoing, Supporting Obligations and products including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any and all of Trademark or (ii) injury to the goodwill associated with any Trademark. Notwithstanding the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets). Notwithstanding or anything contained herein to the contrary in this Agreementcontrary, this Agreement the term “Trademark Collateral” shall not constitute a grant of a security include any rights or interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the Xxxxxx Act to the extent that terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein would impair is prohibited as a matter of law or under the validity terms of such contract, lease, permit, license, charter or enforceability oflicense agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or render void or voidable or result in the cancellation 9-409 of the Pledgor’s right, title Code or interest therein or any Trademark registration that issues as a result of such application under other applicable federal law, after which period (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such application shall be automatically subject contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest granted herein and deemed to be included in of lien notwithstanding the Trademark Collateralprohibition).

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor Each Grantor hereby unconditionally grants and pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Agent, the Trustee and each Holder, to secure the Secured Parties Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of its such Grantor’s right, title and interest in or and to the following Article 9 following, whether now owned or hereafter acquired or arising, but excluding any intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided, that upon submission US-DOCS\130282224.4 ​ and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral of the Pledgor (collectively, the “Trademark Collateral”): (a) all of its Trademarks of the Pledgor listed and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I attached hereto, and all renewals thereofI; (b) all goodwill associated therewith or of the business connected with the use of, and symbolized therebyby, each Trademark and each Trademark Intellectual Property License; and (c) all claims for, products and rights to xxx for, past or future infringements of any of proceeds (as that term is defined in the foregoing; (dCode) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments any claim by such Grantor against third parties for past past, present or future (i) infringement thereof; and (e) all Proceeds, Supporting Obligations and products or dilution of any and all of the foregoing and all collateral security and guarantees given by Trademark or any person with respect Trademarks exclusively licensed under any Intellectual Property License, including right to receive any of the foregoing damages, (in each case (aii) through (e), other than Excluded Assets). Notwithstanding anything injury to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in goodwill associated with any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability ofTrademark, or render void or voidable or result in the cancellation of the Pledgor’s right(iii) right to receive license fees, title or interest therein or royalties, and other compensation under any Trademark registration that issues as a result of such application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark CollateralIntellectual Property License.

Grant of Security Interest in Trademark Collateral. As security for To secure the full payment or and performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of all of the Obligations, the Pledgor Assignor hereby pledges and grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties Lender a continuing first priority security interest in all of its such Assignor's right, title and interest in in, to and under the following, whether presently existing or to the following Article 9 Collateral of the Pledgor hereafter created or acquired (collectively, the “"Trademark Collateral”"): (ai) Trademarks all of its trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service xxxx applications, throughout the Pledgor listed on Schedule I attached hereto, world and (A) all renewals thereof; , (b) all goodwill associated therewith or symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements of any of the foregoing; (dB) all income, royalties, damages and payments now or and hereafter due and/or payable under and payable with respect to any of the foregoingthereto, including including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringement infringements or dilutions thereof, (C) the right to xxx for past, present and future infringements and dilutions thereof, (D) the goodwill of Assignor's business symbolized by the foregoing and connected therewith, and (E) all of Assignor's rights corresponding thereto (the "Trademarks"), including, without limitation, those Trademarks filed with the United States Patent and Trademark Office, as set forth on Schedule A hereto, and (ii) any rights under or interest in any Trademark, and the right to use the foregoing in connection with the enforcement of Lender's rights under the Loan Documents, including, without limitation, the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by Assignor and now or hereafter covered by such licenses (the "Trademark Licenses") to which it is a party, including those referred to on Schedule A hereto; (b) all reissues, continuations or extensions of the foregoing; (c) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark licensed under any Trademark License; and (ed) all Proceedsproducts and proceeds of the foregoing, Supporting Obligations and products including, without limitation, any claim by Assignor against third parties for past, present or future (i) infringement or dilution of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing (in each case (a) through (e), other than Excluded Assets). Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such application licensed under applicable federal law, after which period such application shall be automatically subject any Trademark License or (ii) injury to the security interest granted herein and deemed to be included in the goodwill associated with any Trademark Collateralor any Trademark licensed under any Trademark License.

Grant of Security Interest in Trademark Collateral. As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Obligations, the Pledgor Each Grantor hereby pledges and grants to the Administrative Agent, its successors and permitted assigns, Collateral Agent for the ratable benefit of the Secured Parties Parties, a security interest in all of its such Grantor's right, title and interest in in, to and under the following, whether presently existing or to the following Article 9 Collateral of the Pledgor hereafter created or acquired (collectively, the “"Trademark Collateral”"): (a) Trademarks all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certifications marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the Pledgor listed foregoing, including, but not limited to: (i) the registrations and applications referred to on Schedule I attached hereto, and all renewals thereof; hereto (bii) all goodwill associated therewith extensions or symbolized thereby; and (c) all claims for, and rights to xxx for, past or future infringements renewals of any of the foregoing; , (diii) all incomeof the goodwill of the business connected with the use of and symbolized by the foregoing, royalties(iv) the right to xxx for past, damages present and payments now future infringement or hereafter due dilution of any of the foregoing or for any injury to goodwill, and payable with respect to any (v) all Proceeds of the foregoing, including including, without limitation, licenses, royalties, income payments, claims, damages and payments for past or future infringement thereofproceeds of suit (collectively, "Trademarks"); and (eb) all Proceeds, Supporting Obligations and products of any and all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, "Trademark Licenses"); provided, that Trademark Collateral shall expressly exclude any intent-to-use application trademark application prior to the foregoing and all collateral security and guarantees given by any person filing of a "Statement of Use" or "Amendment to Allege Use" with respect to any of the foregoing (in each case (a) through (e)thereto, other than Excluded Assets). Notwithstanding anything to the contrary extent, if any, that, and solely during the period, if any, in this Agreementwhich, this Agreement shall not constitute a grant of a security interest in any United States “intent to use” Trademark application filed pursuant to Section 1(b) of the Xxxxxx Act to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the Pledgor’s right, title or interest therein or any Trademark registration that issues as a result of such intent-to-use trademark application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Trademark Collateral.