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

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

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

Assignment and Grant of Security Interest. To secure As security for the Secured payment and performance of the Obligations, Debtor the Grantor hereby assigns, grants, assigns, transfers and conveys to the Secured Party a continuing Party, for security interest in purposes, all of Debtorthe Grantor's right, title and interest in in, to and to under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Patent Collateral"): (i) all state (letters patent of the U.S. or any other country, all registrations and recordings thereof, and all applications for letters patent of the U.S. or any other country, owned, held or used by the Grantor in whole or in part, including common law)all existing U.S. patents and patent applications of the Grantor which are described in SCHEDULE A hereto, federal as the same may be amended or supplemented pursuant hereto from time to time, and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all patent licenses therefor held by Debtor the Grantor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on where the part licenser, other than any affiliate of the licensor to terminate Grantor, has elected such license or to impose liability for not insignificant damages upon termination remedy), together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the licensee for breach of such license)inventions disclosed therein, and all registrations rights corresponding thereto throughout the world, including the right to make, use, lease, sell and recordings thereofotherwise transfer the inventions disclosed therein, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals proceeds thereof, including without limitation any all license royalties and proceeds of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world suits (collectively, the "TrademarksPatents"); (ii) all claims, causes of action and rights to sue ▇▇▇ for past, present or and future infringement or unconsented unconse▇▇▇d use of any Trademarks of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to (as defined in the UCC) and all intangible intellectual or other similar property of the Grantor of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Trademarks Patents and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewithnot otherwise described above; and (iv) all products and Proceeds proceeds of any and all of the foregoingforegoing Patent Collateral (including, without limitation, license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance (whether or not the Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the foregoing Patent Collateral. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when property or proceeds are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including returned premiums, with respect to any insurance relating thereto.

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

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

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

Assignment and Grant of Security Interest. To secure (a) As collateral security for the Secured prompt and complete payment and performance when due of all of the Obligations, Debtor the Partnership hereby grantsassigns and grants to the Security Agent, assignsfor the benefit of the Owner Trustee and GE Capital, transfers and conveys to Secured Party a continuing security interest of first priority, in all of Debtorthe Partnership's right, title and interest in, to and under (i) all Receivables, (ii) all Inventory, (iii) all Equipment, (iv) all General Intangibles, (v) all Contracts and all Contract Rights, (vi) all amounts from time to time held in any checking, savings, deposit or other account of the Partnership and all investments and securities at any time on deposit in such accounts (including all of the Accounts) and all income or gain earned thereon, (vii) all Governmental Actions, provided, that any Governmental Action which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder are expressly excepted and excluded from the Lien and the terms of this Agreement to the following extent necessary so as to avoid such voidness, voidability, terminability or revocability, (viii) all Fixtures, (ix) without limiting the generality of the foregoing, all other personal property, rights, interests, goods, Instruments, Chattel Paper, Documents, credits, claims, demands and assets of the Partnership whether now existing or hereafter acquired or arising from time to time, and whether registered or unregistered (x) any and all additions and accessions to any of the foregoing, all improvements thereto, all substitutions and replacements therefor and all products and Proceeds thereof (all of the above collectively, the "Trademark Collateral"):). (ib) all state (including common law)The security interest granted to the Security Agent, federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where for the granting benefit of the security interest would have the effect under applicable law Owner Trustee and GE Capital, pursuant to this Security Agreement extends to all Collateral of the termination kind which is the subject of this Security Agreement which the Partnership may acquire at any time during the continuation of this Security Agreement, whether such Collateral is in transit or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTOPartnerships, any State of the United States Security Agent's, the Owner Trustee' s, GE Capital' s, or any other country Person' s constructive, actual or any political subdivision thereof, and all extensions exclusive occupancy or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoingpossession.

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

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

Assignment and Grant of Security Interest. To secure As security for the payment and performance of the Secured Obligations, Debtor Borrower hereby grants, assigns, transfers transfers, and conveys to Secured Party Lender a continuing security interest in all of DebtorBorrower's right, title and interest in in, to and to under the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered (collectively, the "Trademark Patent Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting letters patent of the security interest would have the effect under applicable law of the termination U.S. or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license)any other country, and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State for letters patent of the United States U.S. or any other country country, owned, held, or any political subdivision thereof, and all extensions used by Borrower in whole or renewals thereofin part, including without limitation any all existing U.S. patents and patent applications of the foregoing identified on Schedule Borrower which are described in SCHEDULE A hereto (hereto, as the same may be amended, modified amended or supplemented pursuant hereto from time to time), and together with and including all patent licenses held by Borrower, including such patent licenses which are described in SCHEDULE A hereto, together with all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereofinventions disclosed therein, and all rights arising therefrom corresponding thereto throughout the world world, including the right to make, use, lease, sell and otherwise transfer the inventions disclosed therein, and all proceeds thereof, including all license royalties and proceeds of infringement suits (collectively, the "TrademarksPatents"); (ii) all claims, causes of action and rights to sue ▇▇▇ for past, present or and future infringement or unconsented use of any Trademarks of the Patents and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to (as defined in the UCC) and all intangible intellectual or other similar property of Borrower of any kind or nature, whether now owned or hereafter acquired or developed, associated with or arising out of any of the Trademarks Patents and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewithnot otherwise described above; and (iv) all products and Proceeds of any and all of the foregoing.

Assignment and Grant of Security Interest. To secure (a) As security for the Secured Obligationspayment and performance of the Obligations (as defined in the Security Agreement), Debtor Assignor hereby grants, assigns, transfers and conveys to Secured Party and grants a continuing security interest in and mortgage to Assignee, for security purposes, all of DebtorAssignor's right, title and interest in in, to and to under the following property, whether now existing or owned or hereafter acquired acquired, developed or arising and whether registered or unregistered (collectively, the "Trademark Intellectual Property Collateral"): (i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including, without limitation, such patents and patent applications as described in SCHEDULE A hereto), all rights to ▇▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; --------------- * Confidential treatment requested. (ii) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate and applications for registration of such trademarks, service marks and trade names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient relating to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto and all income and royalties with respect to any licenses (including, without limitation, such marks, names and applications as the same may be amended, modified or supplemented from time to timedescribed in SCHEDULE B hereto), whether registered or unregistered and the right (but not the obligation) wherever registered, all rights to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to sue ▇▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining theretothereto and all reissues, extensions and renewals thereof; (iii) the entire goodwill of or associated with the businesses now or hereafter conducted by Assignor connected with and symbolized by any of the aforementioned properties and assets; (iv) all general intangibles related to (as defined in the UCC) and all intangible intellectual or other similar property of the Assignor of any kind or nature, associated with or arising out of any of the Trademarks aforementioned properties and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewithassets and not otherwise described above; and (ivv) all products and Proceeds proceeds of any and all of the foregoing. (a) This Agreement shall create a continuing security interest in the Intellectual Property Collateral which shall remain in effect until terminated in accordance with Section 17 hereof. (b) Notwithstanding the foregoing provisions of this Section 2, the grant of a security interest as provided herein shall not extend to, and the term "Intellectual Property Collateral" shall not include, (1) that certain U.S. Patent No. 5,425,946 which is covered by a security interest in favor of Bankers Trust Company as evidenced by the filing in the U.S. Patent and Trademark Office (the "Excluded Patent Collateral"), and (2) any general intangibles of Debtor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; PROVIDED, HOWEVER, that the foregoing grant of security interest shall extend to, and the term "Intellectual Property Collateral" shall include, (A) any general intangible which is an account receivable or a proceed of, or otherwise related to the enforcement or collection of, any account receivable, or goods which are the subject of any account receivable, (B) any and all proceeds of any general intangibles which are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted, and (C) upon obtaining the consent of any such licensor, lessor or other applicable party's consent with respect to any such otherwise excluded general intangibles, such general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Intellectual Property Collateral."

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

Assignment and Grant of Security Interest. To secure As security for the payment and performance, as the case may be, in full of the Secured Obligations, Debtor each Grantor hereby grantsratifies and confirms its assignment, assignspledge and grant to Administrative Agent (pursuant to the Existing Security Agreement), transfers for its benefit and conveys to the ratable benefit of the other Secured Party Parties, of: (a) a continuing security interest in all of Debtor's the entire right, title title, and interest of Grantor in and to the following propertyall Collateral of each such Grantor, whether now existing or hereafter existing, owned, arising or acquired or arising and whether registered or unregistered (collectivelyprovided, the "Trademark Collateral"): (i) all state (including common law), federal and foreign trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles amount of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held Equity Interests of any Foreign Subsidiary pledged by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting such Grantor hereunder shall be limited to 66% of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach issued and if such breach would constitute a material breach outstanding Equity Interests of such license sufficient to give rise to a right on the part of the licensor to terminate Foreign Subsidiary directly owned by such license or to impose liability for not insignificant damages upon the licensee for breach of such licenseGrantor), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world (collectively, the "Trademarks"); (ii) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (ivb) all products an irrevocable royalty-free right and Proceeds license to use, upon the occurrence and during continuance of an Event of Default, the Intellectual Property of such Grantor worldwide in order to enable Administrative Agent to exercise its rights and remedies with respect to the Collateral as Administrative Agent reasonably deems necessary or appropriate. To the extent (if any) necessary to make such security interest, right and license effective as to any Collateral, each Grantor also assigns, pledges and all grants the same to Administrative Agent for its benefit and the ratable benefit of the foregoingother Secured Parties. The Collateral shall not include any agreement, license or permit which by Law or its terms validly prohibits the granting of a security interest therein unless a consent to the security interest and pledge hereunder has been obtained; provided that the foregoing limitation shall not affect, limit, restrict, or impair the grant by each Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition on such grant is rendered ineffective by the UCC or other applicable Law. Collateral shall not include any general intangibles to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such general intangibles is expressly prohibited or restricted, unless such prohibition or restriction is rendered ineffective pursuant to Section 9.408 of the UCC, provided that the foregoing limitation shall not affect, limit, restrict or impair the grant by such Grantor of a security interest pursuant to this Agreement in any money or other amounts due or sums due in respect of such general intangible under Section 9.408 of the UCC.

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

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

Assignment and Grant of Security Interest. To secure the Secured Obligations, Debtor hereby grantsASSIGNS, assignsTRANSFERS AND PLEDGES unto Secured Party for the ratable benefit of the Lenders, transfers and conveys hereby GRANTS to Secured Party for the ratable benefit of the Lenders a continuing security interest in and to, and lien upon, all personal property of Debtor, and all rights, titles and interests of Debtor therein, wherever located and whether now owned or hereafter acquired by Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest (all personal property of Debtor collectively referred to herein as the “Collateral”). The following assets of Debtor shall be included in the Collateral: (a) any right to payment for services rendered or for goods sold or leased which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance (“Accounts”), and all customer lists, subscription lists, invoices, agings, verification reports and other records relating in any way to such Accounts, and all of Debtor's ’s rights in, to and under all purchase orders or contracts now owned or hereafter received or acquired by it for goods or services, and all of Debtor’s rights to any goods represented by any of the foregoing (including returned or repossessed goods and unpaid seller’s rights) and all moneys due or to become due to Debtor under all contracts for the sale or lease of goods and/or the performance of services by it (whether or not yet earned by performance) or in connection with any other transaction, now in existence or hereafter arising; all promissory notes, drafts, bills of exchange, instruments, documents and trade acceptances (collectively, “Instruments”); all deposit accounts, general intangibles, tax refunds and other obligations of any kind owing to Debtor (including under any trade names), now or hereafter existing, arising out of or in connection with the sale or lease of goods or the rendering of services or otherwise (including, without limitation, any such obligations that would be characterized as an account, general intangible or chattel paper under the UCC (as defined below)); and all rights now or hereafter existing in and to all security agreements, leases, guarantees and other contracts securing or otherwise relating to any such Accounts, Instruments, deposit accounts, general intangibles or obligations (any and all such Accounts, Instruments, deposit accounts, general intangibles and obligations described in this Section 1.01(a) being sometimes referred to herein collectively as the “Receivables”); (b) all machinery, equipment, tools, apparatus, furniture and leasehold improvements, now owned or hereafter acquired by Debtor or in which Debtor now has or hereafter may acquire any right, title or interest, and interest any and all additions, substitutions and replacements thereof, wherever located, together with all attachments, components, parts, equipment and accessories installed therein or affixed thereto, including but not limited to all “equipment” as defined in and to Section 9.102(33) of the following property, whether now existing or hereafter acquired or arising and whether registered or unregistered UCC (collectively, the "Trademark Collateral"):“Equipment”). (c) all writings which evidence both a monetary obligation and a security interest in or a lease of specific goods (collectively, the “Chattel Paper”); (d) all contracts and agreements to which Debtor is a party or to which Debtor has any rights, together with all modifications, amendments or replacements of any of the foregoing (collectively, the “Contracts”), including, without limitation, (i) all state rights of Debtor to receive moneys due and to become due to Debtor thereunder or in connection therewith, (including common lawii) all rights of Debtor to damages arising out of, or for, breach or default in respect thereof and (iii) all rights of Debtor to perform and to exercise all remedies thereunder; (e) all general intangibles (as defined in the UCC) (“General Intangibles”); all inventions, federal processes, production methods, proprietary information, trade secrets and foreign know-how; all patents and applications for patents, copyrights, trademarks, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dressservice marks, logos, logos and other source or business identifiers, designs and general intangibles of like naturethe goodwill associated therewith, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license), and all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications whether in the PTOUnited States Patent and Trademark office or in any similar office or agency of the United States, any State of the United States thereof or any other country or any political subdivision thereof, or otherwise and all extensions or renewals thereof, and all licenses or other agreements granted to Debtor with respect to any of the foregoing; all information, customer lists, advertising lists, advertising contracts, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, telephone numbers and telephone listings, catalogs, books, records, computer and automatic machinery software and programs, and the like pertaining to operations by or the business of Debtor and all licenses with respect thereto; all field accounting information and all media in which or on which any of the information or knowledge or data or records, may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; all licenses, consents, permits, variances, certifications and approvals of all Governmental Authorities now or hereafter held by Debtor pertaining to operations or business now or hereafter conducted; all rights to receive return of deposits and trust payments; all rights to payment under letters of credit and similar agreements; all tax refunds (including, without limitation, all federal and state income tax refunds and benefits of net operating loss carry forwards); and all causes of action, rights, claims and warranties now or hereafter owned or acquired by Debtor; (f) all rights, claims and benefits of Debtor against any Person arising out of, relating to or in connection with the Collateral; (g) the balance of every bank account and deposit account of Debtor and any other claim of Debtor against any lender, now or hereafter existing, liquidated or unliquidated, and all money, instruments, securities, documents, chattel paper, credits, claims, demands, income, and any other property, rights and interests of Debtor which at any time shall come into the possession or custody or under the control of any lender or any agent, affiliate or correspondent of any lender, for any purpose, and the proceeds thereof (Secured Party shall be deemed to have possession of any of the Collateral in transit to or set apart for Secured Party or any of its respective agents, affiliates or correspondents); (h) all equity interest in any Person, any debt instrument issued by any Person and any instrument convertible into any equity or debt interest (whether owned beneficially or of record), including without limitation but not limited to all shares of capital stock of whatever class, all partnership and joint venture interests, all debentures and debt instruments (collectively, the “Securities”); all shares, securities, monies or properties representing a Distribution (defined below) on any Securities or representing a distribution or return of capital upon or in respect of any Securities or any part thereof, or resulting from a split-up, revision, reclassification or other like change of the Securities, or otherwise received in exchange therefor; all subscription rights, warrants or options issued to the holders of, or in respect of, the Securities; each certificate or other instrument evidencing any of the foregoing; (i) any declaration or payment of any distribution or dividend (including a stock dividend) on, or the making of any pro rata distribution, loan, advance, or investment to or in any holder (in its capacity as a partner, shareholder or other equity holder) of, any partnership interest or shares of capital stock or other equity interest of such Person; any purchase, redemption, or other acquisition or retirement for value of any shares of partnership interest or capital stock or other equity interest of such Person; and any payments of principal of, and interest on, and all other payments in respect of any debt issued by any Person (all of the foregoing being herein referred to as collectively “Distributions”) (excluding any distributions to the members of Debtor of Debtor’s net income as permitted under the Loan Agreement; (j) all accounts of Debtor maintained with or through any other Person or Persons related to the acquisition, ownership, sale or other disposition of any interest in any security or interest in any security (including but not limited to all interest in any equity or debt security, option, warrant, put, call, futures agreements, commodity agreements, margin accounts, short positions and partnership interests), each deposit account (time, demand or other) in which any proceeds of or income from the foregoing may be on deposit, all general intangibles consisting of the foregoing and each agreement, document or instrument governing or evidencing any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country all amendments and to apply for, renew and extend any of the same, to sue ▇▇ bring opposition or cancellation proceedings in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use restatements thereof, and all rights arising therefrom throughout claims of Debtor against any Person with respect to any of the world foregoing; (collectivelyk) all insurance policies and bonds and claims relating to any property described in this Section 1.01 and payments thereunder; (l) all cars, trucks, trailers, construction and earth moving equipment and other vehicles, whether or not covered by a certificate of title under the "Trademarks"law of any state, and all tires and other appurtenances to any of the foregoing (collectively “Vehicles”); (iim) all claimsother personal property now owned of hereafter acquired by Debtor, causes of action and rights to sue ▇▇▇ pastincluding, present or future infringement or unconsented use of without limitation, any Trademarks and all rights arising therefrom inventory (“Inventory”), documents, goods and pertaining thereto; (iii) all general intangibles related to or arising out of any other property in which a security interest would be created under Chapter 9 of the Trademarks and all Uniform Commercial Code as from time to time in effect in the goodwill State of Debtor's business symbolized by New York or other applicable jurisdictions (the Trademarks or associated therewith“UCC”); and (ivn) all accessions to, all substitutions for and replacements of, and all proceeds and products and Proceeds of any and all of the foregoingforegoing Collateral (including, without limitation, proceeds which constitute property of the types described in this Section 1.01) and, to the extent not otherwise included, all (i) payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) all cash.

Assignment and Grant of Security Interest. To secure As collateral security for the prompt and complete payment of the Secured ObligationsIndebtedness, Debtor and in order to induce the Lenders to enter into the Forbearance Agreements and to forbear as set forth therein, Machinery hereby grants, assigns, transfers mortgages, pledges and conveys hypothecates to Secured Party the Lenders, and hereby grants to the Lenders (or the Collateral Agent on behalf of all Lenders) a continuing security interest in all in, the assets and property of Debtor's rightMachinery of the types described below, title whether now owned or hereafter acquired, wherever located, howsoever arising or created, and interest in and to the following property, whether now existing or hereafter acquired arising, existing or created: (a) all Chattel Paper, Instruments, promissory notes in the actual or constructive possession of any Lender or of Machinery in trust for the Lenders, or in the possession of a third party on behalf of the Lenders, or in transit to or from the Collateral Agent, or designated by Machinery as collateral for the Secured Indebtedness (as defined in Section 3 hereof) (whether or not such collateral shall have been delivered to Collateral Agent on behalf of the Lenders), including, without limitation, all rights, titles and interests Machinery may now or hereafter have in and to any and all promissory notes, guaranties, deeds of trust, security agreements, insurance policies, title insurance policies, take-out commitments, commitments to purchase promissory notes secured by real property, equipment and / or inventory, other commitments, and other instruments, documents, or agreements relating thereto, delivered or to be delivered, to the Collateral Agent or to be held by Machinery in trust for the Lenders; (b) all money or other property of Machinery in the possession of any Lender including, without limitation, (i) Machinery's deposits with any Lender and (ii) the obligations of such Lender, as the case may be, to Machinery arising out of such deposits; (c) all Accounts and whether registered or unregistered General Intangibles, relating to the foregoing; (collectivelyd) All Sales Proceeds; (e) All personal property, contract rights, accounts receivable, accounts and general intangibles of whatsoever kind relating to the Collateral, including, without limitation, the "Trademark right to receive all hazard, private mortgage and title insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Collateral"):; (f) all of Machinery's property insurance maintained upon and protecting the assets and property described above; (g) all payments and prepayments of principal, interest, penalties and other income of payments due or to become due with respect to any and all promissory notes and related loan documents constituting the Collateral, including but not limited to, such payments deposited with Collateral Agent; (h) all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, tapes, disks, cards, accounting records and other records, information and data of Machinery relating to any of the foregoing; and (i) all state products and proceeds (including common law)including, federal and foreign trademarkswithout limitation, service marks and trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, together with and including all licenses therefor held by Debtor (unless otherwise prohibited by any license or related licensing agreement under circumstances where the granting of the security interest would have the effect under applicable law of the termination or permitting termination of the license for breach and if such breach would constitute a material breach of such license sufficient to give rise to a right on the part of the licensor to terminate such license or to impose liability for not insignificant damages upon the licensee for breach of such license)insurance proceeds) of, and additions, improvements and accessions to all registrations and recordings thereof, and all applications filed or to be filed in connection therewith, including registrations and applications in the PTO, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including without limitation any of the foregoing identified on Schedule A hereto (as the same may be amended, modified or supplemented from time to time), and the right (but not the obligation) to register claims under any state or federal trademark law or regulation or any trademark law or regulation of any foreign country and to apply for, renew and extend any property described above. All of the same, to sue ▇▇ bring opposition or cancellation proceedings property described in the name of Debtor or in the name of Secured Party for past, present or future infringement or unconsented use thereof, and all rights arising therefrom throughout the world clauses (collectively, a) through (i) above is hereinafter collectively called the "TrademarksCollateral."); (ii) all claims, causes of action and rights to sue ▇▇▇ past, present or future infringement or unconsented use of any Trademarks and all rights arising therefrom and pertaining thereto; (iii) all general intangibles related to or arising out of any of the Trademarks and all the goodwill of Debtor's business symbolized by the Trademarks or associated therewith; and (iv) all products and Proceeds of any and all of the foregoing.

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