Common use of Security Interest in Trademarks Clause in Contracts

Security Interest in Trademarks. To secure the prompt and complete payment, performance and observance of all Obligations, Grantor hereby grants to Agent for its benefit and the ratable benefit of Lenders a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications listed on SCHEDULE A attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party, whether Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES").

Security Interest in Trademarks. To secure the prompt payment and complete payment, performance and observance of all of the Obligations, Grantor the Debtor hereby grants and conveys to Agent for its benefit the Secured Party a first and the ratable benefit of Lenders a valid security interest in, as and by way of with a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's its right, title and interest, in the United States and throughout the world, in and to all of its now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationstrade names, includingand all variants thereof (whether or not such name is the subject of a registration or an application therefor), without limitationand all registrations and applications to register the same, and all renewals thereof, and the trademarksgoodwill of the business relating thereto, registered trademarksand all proceeds thereof (hereinafter collectively referred to as the "Trademarks"). All United States trademark registrations and all currently pending trademark applications owned or licensed (to the extent permitted by the applicable license) by the Debtor and all foreign trademark registrations and all currently pending trademark applications in which the Debtor has an interest, trademark applications, service marks, registered service marks and service mark xxxlications are listed on SCHEDULE A Schedule B attached hereto and made a part hereof. Subject to the provisions of Section 2(n), the Debtor hereby further grants to the Secured Party a second and valid security interest in all of its right, title and interest in and to (i) all renewals thereofproducts, (ii) all proceeds, income, royalties, damages and payments now and hereafter due and/or and payable under or in respect of all Trademarks, (ii) subject to the provisions of Section 2(n), all rights during the term of this Agreement to xxx, collect and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and retain for the Secured Party's benefit damages and payments for past or future infringements or dilutions thereof, of the Trademarks and (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or interests interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor the Debtor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory assets now or hereafter owned by Grantor the Debtor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES")licenses.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all the Obligations, Grantor the Borrower hereby grants to the Agent for its the benefit of the Agent, the Lenders and the ratable benefit of Lenders Issuing Banks a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantorthe Borrower's now now-owned or existing and filed and hereafter acquired or arisingarising and filed: (a) trademarks, registered trademarkstrademark registrations, trade names and trademark applicationsapplications for any of the foregoing in the United States Patent and Trademark Office or in any other office or with any other official anywhere in the world or which are used in the United States or any state, service marksterritory or possession thereof, registered service marks and service mark xxxlicationsor in any other place, nation or jurisdiction anywhere in the world, including, without limitation, the trademarks, registered trademarks, trademark applicationsregistrations, service marks, registered service marks xxxx registrations and service mark xxxlications applications listed on SCHEDULE A Annex I, attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, and (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applicationsregistrations, and trade names, service marks, registered service marks xxxx registration and service mark xxxlicationsapplications, together with the items described in CLAUSES clauses (i)-(vi) through (iv) in this PARAGRAPH 4(asubparagraph (a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and; (b) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party's trademarks or trademark applications, whether Grantor the Borrower is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B Annex II attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale sale, sell and sell any and advertise for sale, all Inventory of the inventory now or hereafter owned by Grantor the Borrower and now or hereafter covered by such licenses license agreements (all of the foregoing are being hereinafter referred to collectively as the "LICENSESLicenses"). (c) the goodwill of the Borrower's business connected with and symbolized by the Trademarks; The Trademarks, Licenses and the goodwill referred to above are hereinafter collectively called the "Collateral".

Security Interest in Trademarks. To secure the prompt payment and complete payment, ------------------------------- performance and observance of all of the Obligations, the Grantor hereby grants and conveys to Agent for its benefit the Lender a first and the ratable benefit of Lenders a valid security interest in, as and by way of with a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's its right, title and interest, in the United States and throughout the world, in and to all of its now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationstrade names, includingand all variants thereof (whether or not such name is the subject of a registration or an application therefor), without limitationand all registrations and applications to register the same, and all renewals thereof, and the trademarksgoodwill of the business relating thereto, registered trademarksand all proceeds thereof (hereinafter collectively referred to as the "Trademarks"). All United States trademark registrations and all currently pending trademark applications in which the Grantor has an interest and all foreign trademark registrations and all currently pending trademark applications in which the Grantor has an interest, trademark applications, service marks, registered service marks and service mark xxxlications are listed on SCHEDULE A Schedule B attached hereto and made a part hereof. Subject to the provisions of Section 2(n), the Grantor hereby further grants to the Lender a first and valid security interest in all of its right, title and interest in and to (i) all renewals thereofproducts, (ii) all proceeds, income, royalties, damages and payments now and hereafter due and/or and payable under or in respect of all Trademarks, (ii) subject to the provisions of Section 2(n), all rights during the term of this Agreement to xxx, collect and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and retain for the Lender's benefit damages and payments for past or future infringements or dilutions thereof, of the Trademarks and (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or interests interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether the Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory assets now or hereafter owned by the Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES")licenses.

Security Interest in Trademarks. To secure the full and prompt payment and complete paymentperformance when due (whether at stated maturity, performance and observance by acceleration or otherwise) of all of the Obligations, each Grantor hereby grants and conveys to Agent for its benefit and the ratable benefit of Lenders Lender a valid security interest in all of its right, title and interest in the United States and throughout the world in, as to and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, under all of Grantor's its now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationstrade names, includingdomain names, without limitationand all similar designations of source or origin (whether or not such name is the subject of a registration or an application therefor), and all registrations and applications to register the trademarkssame, registered trademarksand all renewals thereof, and the goodwill of the business relating thereto, and all proceeds thereof (hereinafter collectively referred to as the "TRADEMARKS"). All trademark applicationsregistrations and all currently pending trademark applications with the PTO in which a Grantor has an interest and all foreign trademark registrations and all currently pending trademark applications in which a Grantor has an interest, service marks, registered service marks and service mark xxxlications are listed on SCHEDULE A attached hereto Schedule B opposite such Grantor's name. Each Grantor hereby further grants to the Lender, a valid security interest in all of its right, title and made a part hereof, interest in and to (i) all renewals thereofproceeds, (ii) all income, royalties, damages and payments now and hereafter due and/or and payable under or in respect of all Trademarks, (ii) all rights during the term of this Agreement to sue, collect and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and retain for the Lender's benefit damages and payments paymenxx for past or future infringements or dilutions thereof, of the Trademarks and (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or interests interest in any trademark license agreements or service mark xxxense license agreements with any other party, whether Grantor is a the Obligor ix x licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES").

Security Interest in Trademarks. To secure the prompt payment and complete payment, performance and observance of all of the Obligations, the Grantor hereby grants and conveys to Agent for its benefit and the ratable benefit of Lenders Lender a valid security interest in, as and by way of with a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's its right, title and interest, in the United States and throughout the world, in and to all of its now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationstrade names, includingand all variants thereof (whether or not such name is the subject of a registration or an application therefor), without limitationand all registrations and applications to register the same, and all renewals thereof, and the trademarksgoodwill of the business relating thereto, registered trademarksand all proceeds thereof (hereinafter collectively referred to as the "Trademarks"). All United States trademark registrations and all currently pending trademark applications in which the Grantor has an interest and all foreign trademark registrations and all currently pending trademark applications in which the Grantor has an interest, trademark applications, service marks, registered service marks and service mark xxxlications are listed on SCHEDULE A Schedule B attached hereto and made a part hereof. Subject to the provisions of Section 2(n), the Grantor hereby further grants to the Lender a valid security interest in all of its right, title and interest in and to 22 (i) all renewals thereofproducts, (ii) all proceeds, income, royalties, damages and payments now and hereafter due and/or and payable under or in respect of all Trademarks, (ii) subject to the provisions of Section 2(n), all rights during the term of this Agreement to sue, collect and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and retain for the Lender's benefit damages and payments for past or future infringements or dilutions thereof, of the Trademarks and (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or interests interest in any trademark license agreements or service mark xxxense license agreements with any other party, whether the Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory assets now or hereafter owned by the Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES")licenses.

Security Interest in Trademarks. To secure the prompt complete and complete ------------------------------- timely payment, performance and observance satisfaction of all Obligationsof the Liabilities of Borrower, Grantor Borrower hereby grants to Agent for its benefit and the ratable benefit of Lenders Lender a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of GrantorBorrower's now owned or existing and hereafter acquired or arising: (aA) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications listed on SCHEDULE Schedule A attached hereto and made a part ---------- hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of GrantorBorrower's business symbolized by the foregoing and connected therewith, and (v) all of GrantorBorrower's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(v) in this PARAGRAPH 4(a--------------- paragraph 4(A), are sometimes hereinafter individually and/or collectively -------------- referred to as the "TRADEMARKSTrademarks"); and (bB) rights under or interests in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor Borrower is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, ---------- together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor Borrower and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses"). -------- Notwithstanding the foregoing provisions of this paragraph 4(B), the -------------- Licenses shall not include any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement; provided, however, that upon the termination of such -------- ------- prohibitions for any reason whatsoever, the provision of this paragraph 4 ----------- shall be deemed to apply thereto automatically.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Obligations, Grantor the Company hereby grants to Agent for its benefit and the ratable benefit of Lenders Lender a continuing security interest in, as and by way of a first mortgage and security interest having priority over all other security interestsinterest, with power of sale (upon the occurrence of and during the continuance of an Event of Default and to the extent permitted by applicable law, ) in all of Grantor's Company’s interest in now owned or existing and hereafter acquired or arising:arising (collectively, the “Collateral”): (a) trademarks, registered trademarkstrademarks and trademark registrations, trademark applicationstrade names, service marks, registered service marks and service mark xxxlicationsxxxx registrations, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, trademarks and registered service marks and service mark xxxlications listed on SCHEDULE A attached hereto and made a part hereofSchedule A, and (i) the reissues, continuations, all renewals and extensions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, and (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's such Company’s rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES clauses (i)-(vi)-(iv) in this PARAGRAPH 4(aparagraph 2(a), are being sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); (b) the goodwill of such Company’s business connected with and symbolized by the Trademarks; and (bc) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party’s trademarks, registered trademarks, trademark registrations, trade names, service marks, registered service marks and service xxxx registrations, whether Grantor such Company is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreementsSchedule B, and the right upon the occurrence of and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses use the foregoing in connection with the enforcement of Lender’s rights under the Note (all of the foregoing are being hereinafter referred to collectively as the "LICENSES"“Licenses”). Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement with respect to which the grant of the security interest contemplated by this Agreement would be a breach or default thereunder; it being understood that upon request of the Lender, Company will in good faith use commercially reasonable efforts to obtain consent for the creation of a security interest in favor of the Lender in Company’s rights under such license agreement.

Security Interest in Trademarks. To secure the prompt and complete payment, performance and observance when due (whether at stated maturity, by acceleration or otherwise) of all ObligationsObligations (as such term is defined in the Credit Agreement), Grantor and to induce Agent and each of the Lenders to enter into the Credit Agreement and to make the Loans and other extensions of credit provided for therein in accordance with the respective terms thereof, each Borrower hereby grants to Agent for its benefit and the ratable benefit of Lenders the Secured Parties a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, except Permitted Liens, with power of sale to the extent permitted by applicable law, all of Grantor's such Borrower’s now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications listed on SCHEDULE Schedule A attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's Borrower’s business symbolized by the foregoing and connected therewith, and (v) all of Grantor's Borrower’s rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(v) in this PARAGRAPH Section 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); and; (b) rights under or interests in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor Borrower is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor Borrower and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES"“Licenses”); and (c) all proceeds of all the foregoing.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all Obligationsof the Liabilities, each Grantor hereby grants to Agent the Administrative Agent, for its benefit and the ratable benefit of Lenders the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except any Liens permitted under Section 6.02 of each of the Credit Agreements), with power of sale to the extent permitted by applicable law, all of such Grantor's ’s now owned or existing and hereafter acquired or arising: (ai) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications listed on SCHEDULE Schedule A attached hereto and made a part hereof, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right to sue xxx for past, present and future infringements and dilutions thereof, (ivd) the goodwill of such Grantor's ’s business symbolized by the foregoing and connected therewith, and (ve) all of such Grantor's ’s rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(va)-(e) in this PARAGRAPH 4(aparagraph 3(i), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); and (bii) rights under or interests in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether such Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and after the occurrence and during the continuance of an Event of Default the right to prepare for sale and sell any and all Inventory inventory now or hereafter owned by such Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSES"“Licenses”). Notwithstanding the foregoing or anything herein or in any other Credit Document to the contrary, nothing hereunder or thereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Administrative Agent or any Holder of Secured Obligations with respect to such Grantor’s interest in any License, contract right, license agreement, or any other general intangible (each such License, contract right, license agreement and other general intangible being hereinafter referred to as “Excluded Property”), if the granting of a security interest therein by such Grantor to the Administrative Agent or any Holder of Secured Obligations is prohibited by the terms and provisions of the agreement, document or instrument creating, evidencing or granting a security interest in such Excluded Property or rights related thereto; provided, however, that if and when the prohibition which prevents the granting by such Grantor to the Administrative Agent of a security interest in any Excluded Property is removed or otherwise terminated, the Administrative Agent will be deemed to have, and at all times to have had, a security interest in such Excluded Property.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Obligations, Grantor Borrower hereby grants to Agent for its benefit and the ratable benefit of Lenders Lender, a third priority security interest ininterest, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except for Permitted Liens, including Liens securing the Senior Debt and Liens securing the obligations under the Senior Subordinated Note Purchase Agreement), with power of sale to the extent permitted by applicable law, in all of Grantor's Borrower’s now owned or existing and filed and hereafter acquired or arisingarising and filed: (ai) trademarks, registered trademarkstrademarks and trade xxxx applications, trademark applicationstrade names, service marks, registered service marks and service mark xxxlications, xxxx applications including, without limitation, the trademarks, registered trademarkstrade marks, trademark applications, service marks, registered service marks and service mark xxxlications applications listed on SCHEDULE A attached hereto and made a part hereofSchedule A, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right to sue xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (vd) all of Grantor's Borrower’s rights corresponding thereto throughout the world (all of the foregoing registered trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(va)-(d) in this PARAGRAPH 4(aparagraph 2(i), are being sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); (ii) the goodwill of Borrower’s business connected with and symbolized by the Trademarks; and (biii) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party’s trademarks, registered trademarks and trademark applications, trade names, service marks, registered service marks and service xxxx applications, whether Grantor Borrower is a licensor or licensee or licensor under any such license agreement, includingincluding but not limited to, without limitation, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreementsSchedule B, and the right upon the occurrence and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses use the foregoing in, connection with the enforcement of Lender’s rights under the Note Purchase Agreement (all of the foregoing are being hereinafter referred to collectively as the "LICENSES"“Licenses”). Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits the grant of the security interest contemplated by this Agreement.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Secured Obligations, Grantor Borrower hereby grants to Agent the Agent, for its benefit and the ratable benefit of Lenders the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of GrantorBorrower's now owned other than such as have been abandoned or not maintained by the Borrower as of the Closing Date or existing and hereafter acquired or arising: (ai) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications listed on SCHEDULE Schedule A attached hereto and made a part hereof, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right (subject to sue Section 11) to xxx for past, present and future infringements and dilutions thereof, (ivd) the goodwill of GrantorBorrower's business symbolized by the foregoing and connected therewith, and (ve) all of GrantorBorrower's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(va)-(e) in this PARAGRAPH 4(aparagraph 4(i), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and (bii) rights under or interests interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor party where Borrower is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and the right after the occurrence and continuance of a Designated Default to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor Borrower and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses"). Notwithstanding the foregoing provisions of this Section 4 or any provision to the contrary in this Agreement, the Licenses shall not include (i) any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement, provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 4 shall be deemed to apply thereto automatically or (ii) any license agreement where Borrower is the licensee under such license agreement.

Security Interest in Trademarks. To secure the prompt and complete payment, observance and performance and observance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations, Grantor the Borrower hereby assigns and pledges to the Administrative Agent, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of Lenders the Lenders, the Issuing Banks, the Arranger and the Syndication Agents, a security interest inin all of the Borrower's right, as title and by way of a first mortgage interest in and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable lawfollowing, all of Grantor's now whether now-owned or existing or hereafter arising or acquired and hereafter acquired or arising:wheresoever located (collectively, the "Collateral"): ---------- (a) trademarks, registered trademarkstrademark registrations, trade names and trademark applicationsapplications for any of the foregoing in the United States Patent and Trademark Office or in any other office or with any other official anywhere in the world or which are used in the United States or any state, service marksterritory or possession thereof, registered service marks and service mark xxxlicationsor in any other place, nation or jurisdiction anywhere in the world, including, without limitation, the trademarks, registered trademarks, trademark applicationsregistrations, service marks, registered service marks and service mark xxxlications registrations and applications listed on SCHEDULE A attached Annex X, xttached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements thereox, and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applicationsregistrations, and trade names, service marks, registered service marks and service mark xxxlicationsregistration and applications, together with the items thx xxems described in CLAUSES clauses (i)-(vi) through (iv) in this PARAGRAPH 4(asubparagraph (a), are sometimes hereinafter ------------ individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and---------- (b) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party's trademarks or trademark applications, whether Grantor the Borrower is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B Annex II attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale sale, sell and sell any and advertise for sale, all Inventory of the inventory now or hereafter owned by Grantor the Borrower and now or hereafter covered by such licenses license agreements (all of the foregoing are being hereinafter referred to collectively as the "LICENSESLicenses").; and -------- (c) the goodwill of the Borrower's business connected with and symbolized by the Trademarks;

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all the Obligations, the Grantor hereby grants to the Agent, for the benefit of the Agent for its benefit and the ratable benefit of Lenders Lenders, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of the Grantor's now owned or existing and hereafter acquired or arising: (ai) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications (in each case, if any) listed on SCHEDULE Schedule A attached hereto and made a part hereof, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right to sue xxx for past, present and future infringements and dilutions thereof, (ivd) the goodwill of the Grantor's business symbolized by the foregoing and connected therewith, and (ve) all of the Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(va)-(e) in this PARAGRAPH 4(aparagraph 2(i), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and (bii) rights under or interests interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether the Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and the right (if and to the extent the Grantor has such right) to prepare for sale and sell any and all Inventory now or hereafter owned by the Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses").

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of Carrington's obligations (A) to pay Medline any and all ObligationsSection 8 Xxxxxxx; xxd (B) to pay to Medline any and all Rejection Damages, Grantor Carrington hereby grants to Agent for its benefit and the ratable benefit of Lenders Medline a security interest in, as and by way xxx xx xxx of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising: (a) The trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsapplications listed on Schedule A attached hereto axx xade a part hereof, including, without limitation, the trademarks, registered together with any good will connected with and symbolized by any such trademarks, trademark applications, service marks, registered service marks and marks, service mark xxxlications listed on SCHEDULE A attached hereto and made a part hereofapplications, and (i) all renewals thereof, (ii) all incomeinxxxx, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions dilutioxx thereof, and (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of GrantorCarrington's rights corresponding thereto throughout the world worxx (all of the xxx xx xhe foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsapplications, together with the items described in CLAUSES clxxxxs (i)-(vi)-(iv) in this PARAGRAPH Section 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and (b) rights under or interests interest in any now owned or existing and hereafter acquired or arising trademark license agreements or service mark xxxense license agreements with any other partyparty relating to any of xxe Products, whether Grantor Carrington is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereoflicensx xxxxxxxxt, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense marks license agreements, including, without limitation, those trademark license agreements listed on Schedule B attached hereto and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses made a part hereof (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses").

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Secured Obligations, Grantor hereby grants to Agent the Agent, for its benefit and the ratable benefit of Lenders the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising: (ai) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlicationsxxxx applications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications listed on SCHEDULE A attached hereto and made a part hereof, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right to sue xxx for past, present and future infringements and dilutions thereof, (ivd) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (ve) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES (i)-(va)-(e) in this PARAGRAPH 4(a4(i), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKSTrademarks"); and (bii) rights under or interests interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense xxxx license agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses"). Notwithstanding the foregoing provisions of this SECTION 4, the Licenses shall not include any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this SECTION 4 shall be deemed to apply thereto automatically.

Security Interest in Trademarks. To secure the prompt complete and complete ------------------------------- timely payment, performance and observance satisfaction of all of the Secured Obligations, Grantor hereby grants to Agent the Trustee, for its benefit the equal and the ratable benefit of Lenders the Holders, a lien and security interest, subject only to (i) the security interest inwhich may be granted after the date hereof to the Lender as security for the Credit Facility, as and by way of a first mortgage and security interest having priority over all other security interests(ii) Permitted Liens, with power of sale to the extent permitted by applicable law, in all of Grantor's right, title and interest in and to the types and items of property described below, and all proceeds (as defined in the UCC) thereof whether now owned or existing and hereafter acquired or arising: (a) trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications listed on SCHEDULE A attached hereto and made a part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES (i)-(v) in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"); and (b) rights under or and interests in any trademark license agreements or service mark xxxense xxxx license agreements with any other party, whether Grantor is a licensee or licensor under any such license agreement, including, without limitation, those trademark license agreements and service mark xxxense xxxx license agreements listed on SCHEDULE Schedule B attached hereto and made a part hereof, ---------- together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreements, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses xxxx license agreements (all of the foregoing are hereinafter referred to collectively as the "LICENSESLicenses"). -------- Notwithstanding the foregoing provisions of this Section 4, the Licenses --------- shall not include any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement; provided, however, that upon the termination of such -------- ------- prohibitions for any reason whatsoever, the provisions of this Section 4 --------- shall be deemed to apply thereto automatically, and such license agreement shall constitute a License subject to the lien and security interest granted herein.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Obligations, Grantor the Company hereby grants to Agent for its benefit and the ratable benefit of Lenders a continuing security interest in, as and by way of a first mortgage and security interest having priority over all other security interestsinterest, with power of sale (upon the occurrence of and during the continuance of an Event of Default and to the extent permitted by applicable law, ) in all of Grantor's Company’s interest in now owned or existing and hereafter acquired or arising:arising (collectively, the “Collateral”): (a) trademarks, registered trademarkstrademarks and trademark registrations, trademark applicationstrade names, service marks, registered service marks and service mark xxxlicationsxxxx registrations, including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, trademarks and registered service marks and service mark xxxlications listed on SCHEDULE A attached hereto and made a part hereofSchedule A, and (i) the reissues, continuations, all renewals and extensions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, and (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's such Company’s rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlications, together with the items described in CLAUSES clauses (i)-(vi)-(iv) in this PARAGRAPH 4(aparagraph 2(a), are being sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); (b) the goodwill of such Company’s business connected with and symbolized by the Trademarks; and (bc) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party’s trademarks, registered trademarks, trademark registrations, trade names, service marks, registered service marks and service xxxx registrations, whether Grantor such Company is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreementsSchedule B, and the right upon the occurrence of and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses use the foregoing in connection with the enforcement of Agent’s rights under the Purchase Agreement (all of the foregoing are being hereinafter referred to collectively as the "LICENSES"“Licenses”). Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement with respect to which the grant of the security interest contemplated by this Agreement would be a breach or default thereunder; it being understood that upon request of the Agent, Company will in good faith use commercially reasonable efforts to obtain consent for the creation of a security interest in favor of the Agent in Company’s rights under such license agreement.

Security Interest in Trademarks. To secure the prompt complete and complete timely payment, performance and observance satisfaction of all of the Obligations, Grantor Borrower hereby grants to Agent for its benefit and the ratable benefit of Lenders Lender, a second priority security interest ininterest, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except for Permitted Liens, including Liens securing the Senior Debt), with power of sale to the extent permitted by applicable law, in all of Grantor's Borrower’s now owned or existing and filed and hereafter acquired or arisingarising and filed: (ai) trademarks, registered trademarkstrademarks and trade xxxx applications, trademark applicationstrade names, service marks, registered service marks and service mark xxxlications, xxxx applications including, without limitation, the trademarks, registered trademarkstrade marks, trademark applications, service marks, registered service marks and service mark xxxlications applications listed on SCHEDULE A attached hereto and made a part hereofSchedule A, and (ia) all renewals thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iiic) the right to sue xxx for past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (vd) all of Grantor's Borrower’s rights corresponding thereto throughout the world (all of the foregoing registered trademarks, registered trademarks and trademark applications, and service marks, registered service marks and service mark xxxlicationsxxxx applications, together with the items described in CLAUSES clauses (i)-(va)-(d) in this PARAGRAPH 4(aparagraph 2(i), are being sometimes hereinafter individually and/or collectively referred to as the "TRADEMARKS"“Trademarks”); (ii) the goodwill of Borrower’s business connected with and symbolized by the Trademarks; and (biii) rights under or interests in any trademark license agreements or service mark xxxense agreements with any other party in connection with any Trademarks or such other party’s trademarks, registered trademarks and trademark applications, trade names, service marks, registered service marks and service xxxx applications, whether Grantor Borrower is a licensor or licensee or licensor under any such license agreement, includingincluding but not limited to, without limitation, those trademark the license agreements and service mark xxxense agreements listed on SCHEDULE B attached hereto and made a part hereof, together with any goodwill connected with and symbolized by any such trademark license agreements or service mark xxxense agreementsSchedule B, and the right upon the occurrence and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by Grantor and now or hereafter covered by such licenses use the foregoing in, connection with the enforcement of Lender’s rights under the Note Purchase Agreement (all of the foregoing are being hereinafter referred to collectively as the "LICENSES"“Licenses”). Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits the grant of the security interest contemplated by this Agreement.