Common use of Security Interest in Trademarks Clause in Contracts

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor hereby grants to the Administrative Agent, for the benefit of 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 (other than Permitted Existing Liens), 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) domestic 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 Section 4(a), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); and (b) rights under or interest 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 complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor Borrower hereby grants mortgages and grants, with power of sale, to the Administrative Agent, Agent for the benefit of the Holders of Secured Obligations, Agent and Lenders a first priority security interest inin the following property and interests in property of Borrower, as and by way of a first mortgage and security interest having priority over all other security interests (other than Permitted Existing Liens), 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) domestic 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 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 (i)-(va)-(e) in this Section 4(aparagraph 4(i), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); and (bii) rights under or interest 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 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").

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction As security for prompt payment in full of all of the Secured ObligationsIndebtedness, Grantor hereby grants to the Administrative Agent, for the benefit of the Holders of Secured Obligations, a security interest in, as and by way of Grantee a first mortgage and priority security interest interest, having priority over all other security interests (other than Permitted Existing Liens), with power of sale to the extent permitted by applicable law, in all of Grantor's ’s now owned or existing and hereafter acquired or arising:arising (collectively, the “Trademark Collateral”): (ai) domestic trademarks, registered trademarkstrademarks and trademark applications, trademark applicationsregistrations, trade names, service marks, registered service marks marks, service xxxx applications, and service mark xxxlicationsxxxx registrations (except for “intent-to-use” applications for trademark or service xxxx registrations prior to the filing of an amendment alleging use or a verified statement of use), including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications and registrations listed on Schedule A attached hereto and made a part hereofA, 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 ’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 (i)-(va)-(d) in this Section 4(aparagraph 2(i), are being sometimes hereinafter individually and/or collectively referred to to, alone or in conjunction with non-U.S. Trademarks identified in Schedule C, as the "“Trademarks"); and; (bii) rights under or interest in any trademark the goodwill of Grantor’s business connected with and symbolized by the Trademarks; (iii) 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 applications, trademark registrations, trade names, service marks, registered service marks, service xxxx applications and service xxxx registrations, whether Grantor 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 agreementsB, and the right upon the occurrence and during the continuance of a 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 Grantee’s rights under the Security Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”).. Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits (which prohibition is enforceable under applicable law) the grant of the security interest contemplated by this Agreement for so long as such prohibition continues; it being understood that upon request of Grantee, Grantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Grantee in Grantor’s rights under such license agreement (excluding any license of non-custom computer software); and (iv) Non-U.S. Trademarks and Licenses relating, including without limitation those listed on Schedule C,

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction As security for prompt payment in full of all of the Secured ObligationsIndebtedness, Grantor hereby grants to the Administrative AgentGrantee a second priority security interest, for the benefit of 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 (other than Permitted Existing Liensthe security interest in favor of LFB (as defined below), with power of sale to the extent permitted by applicable law, ) in all of Grantor's ’s now owned or existing and hereafter acquired or arising:arising (collectively, the “Trademark Collateral”): (ai) domestic trademarks, registered trademarkstrademarks and trademark applications, trademark applicationsregistrations, trade names, service marks, registered service marks marks, service xxxx applications, and service mark xxxlicationsxxxx registrations (except for “intent-to-use” applications for trademark or service xxxx registrations prior to the filing of an amendment alleging use or a verified statement of use), including, without limitation, the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark xxxlications xxxx applications and registrations listed on Schedule A attached hereto and made a part hereofA, 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 ’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 (i)-(va)-(d) in this Section 4(aparagraph 2(i), are being sometimes hereinafter individually and/or collectively referred to to, alone or in conjunction with non-U.S. Trademarks identified in Schedule C, as the "“Trademarks"”); and; (bii) rights under or interest in any trademark the goodwill of Grantor’s business connected with and symbolized by the Trademarks; (iii) 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 applications, trademark registrations, trade names, service marks, registered service marks, service xxxx applications and service xxxx registrations, whether Grantor 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 agreementsB, and the right upon the occurrence and during the continuance of a 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 Grantee’s rights under the Security Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”).. Notwithstanding the foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits (which prohibition is enforceable under applicable law) the grant of the security interest contemplated by this Agreement for so long as such prohibition continues; it being understood that upon request of Grantee, Grantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of Grantee in Grantor’s rights under such license agreement (excluding any license of non-custom computer software); and (iv) Non-U.S. Trademarks and Licenses, including, without limitation, those listed on Schedule C.

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor hereby grants to the Administrative Agent, for the benefit of 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 (other than Permitted Existing Liens)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) domestic : U.S. trademarks, U.S. registered trademarks, U.S. 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 (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 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 xxxlicationsxxxx applications, together with the items described in clauses (i)-(v) in this Section 4(a), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); and (b) and to the extent the assignment thereof is not prohibited, rights under or interest in any trademark license agreements or service mark xxxense xxxx license agreements with any other partyparty relating to the Trademarks, 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 "Licenses").

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Secured obligations under the Purchase Note and secured under the Security Agreement, including the principal, interest, and indebtedness evidenced by the Purchase Note plus all fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees, costs and expenses) paid or incurred by Seller in endeavoring to collect all or any part of the obligations evidenced by the Purchase Note and taking any action with respect to the collateral securing the Purchase Note (the "Obligations"), Grantor Buyer hereby grants to the Administrative Agent, for the benefit of the Holders of Secured Obligations, Seller a security interest inin the following property and interests in property of Buyer, as and by way of a first mortgage and security interest having priority over all other security interests (other than Permitted Existing Liens), 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) domestic 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 (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 GrantorBuyer's business symbolized by the foregoing and connected therewith, and (ve) all of GrantorBuyer's rights corresponding thereto throughout the world (all of the foregoing trademarks, registered trademarks and trademark registration applications, and service marks, registered service marks and service mark xxxlicationsxxxistration applications, together with the items described in clauses (i)-(va)-(e) in this Section 4(aparagraph 4(i), are sometimes hereinafter individually and/or collectively referred to as the "Trademarks")); and (bii) rights under or interest in any trademark license agreements or service mark xxxense agreements with any other party, whether Grantor Buyer 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 agreements (all of the foregoing are hereinafter referred to collectively as the "Licenses").

Security Interest in Trademarks. To secure the complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor Borrowers hereby grants grant to the Administrative Agent, for the benefit of the Holders of Secured Obligations, Lender a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests (other than Permitted Existing Liens)interest, with power of sale (to the extent permitted by applicable law, ) in all of Grantor's Borrowers' interest in now owned or existing and filed and hereafter acquired or arisingarising and filed: (a1) domestic trademarks, registered trademarkstrademarks and trademark applications, trademark applicationsregistrations, trade names, service marks, registered service marks marks, service mark xxxlications, and service mark xxxlicationsregistrations, 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 hereofA, and (ia) all renewals thereof, (iib) all income, royalties, damages damage 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 Borrowers' 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 xxxlicationsapplications, together with the items described in clauses (i)-(va)-(d) in this Section 4(aparagraph 2(i), are being sometimes hereinafter individually and/or collectively referred to as the "Trademarks"); (2) the goodwill of Borrower business connected with and symbolized by the Trademarks; and (b3) rights under or interest 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 applications, trademark registrations, trade names, service marks, registered service marks, service mark applications and service mark xxxistrations, whether Grantor is a licensee Borrowers are licensors or licensor licensees 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 agreementsB, 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 Loan Agreement (all of the foregoing are being hereinafter referred to collectively as the "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 complete and timely payment, performance and satisfaction of all of the Secured ObligationsLiabilities, the Grantor hereby grants to the Administrative Agent, for the benefit of 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 (other than Permitted Existing Liensexcept any Lien permitted under Section 6.15 of the Credit Agreement), with power of sale to the extent permitted by applicable law, all of the Grantor's ’s now owned or existing and hereafter acquired or arising: (ai) domestic 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 the Grantor's ’s business symbolized by the foregoing and connected therewith, and (ve) all of the 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 (i)-(va)-(e) in this Section 4(aparagraph 3(i), are sometimes hereinafter individually and/or collectively referred to as the "“Trademarks"”); and (bii) rights under or interest interests 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 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 a Default the right to prepare for sale and sell any and all Inventory 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 "“Licenses"”). Notwithstanding the foregoing or anything herein or in any other Loan 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 Agent or any Holder of Secured Obligations with respect to the 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 the Grantor to the 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 the Grantor to the Agent of a security interest in any Excluded Property is removed or otherwise terminated, the Agent will be deemed to have, and at all times to have had, a security interest in such Excluded Property. Notwithstanding the foregoing or anything herein or in any other Loan 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 Agent or any Holder of Secured Obligations with respect to (a) any rights or interest in the license granted by Airborne to the Grantor to use the Tradename “Airborne Express” or (b) the Grantor’s interest in any property to the extent that the granting of a security interest therein is prohibited under applicable law or causes the loss of any material right of the Grantor thereunder.