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

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to s▇▇ or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each The Grantor hereby unconditionally grantspledges, assigns, assigns and pledges grants to the Administrative Agent, on behalf of and for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing first priority security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such the Grantor’s right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created or acquired or arising and wherever located (collectively, the “Trademark Collateral”): ): 2.1. all domesticof its Trademarks, foreign including those referred to on Schedule I hereto, excluding only United States intent-to-use trademark applications to the extent that and multinational trademarkssolely during the period in which the grant of a security interest therein would impair, service marksunder applicable federal law, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia the registrability of origin such applications or source identificationthe validity or enforceability of registrations issuing from such applications; 2.2. all extensions and renewals of the foregoing; 2.3. all goodwill connected with the use of, and general intangibles symbolized by, each such Trademark; 2.4. all rights of a like natureany kind whatsoever of the Grantor accruing under any of the foregoing provided by applicable law of any jurisdiction, whether registered by international treaties and conventions and otherwise throughout the world; 2.5. any and all royalties, fees, income, payments and other proceeds now or unregistered, and hereafter due or payable with respect to any and all of the foregoing:; and (i) 2.6. any and all registrations claims and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all causes of the goodwill of the business connected action, with the use of and symbolized by respect to any of the foregoing, (iv) , whether occurring before, on or after the date hereof, including all rights to s▇▇ or otherwise recover and claims for any damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse, breach or other violation thereof, (v) all Proceeds of the foregoingdefault, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent right but no obligation to ▇▇▇ for such legal and Trademark Office of an amendment equitable relief and to allege use pursuant to 15 U.S.C. § 1051(c) collect, or a statement of use under 15 U.S.C. § 1051(d) (or otherwise recover, any successor provisions), such intent-to-use application shall be considered Trademark Collateraldamages.

Grant of Security Interest in Trademark Collateral. Each Grantor The Pledgor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, the Collateral Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, Parties a continuing Lien on and security interest (referred in and to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s the right, title and interest of the Pledgor in, to and under all the following Pledged Collateral of the Pledgor, in and to the followingeach case excluding Excluded Assets, whether now owned existing or hereafter arising or acquired or arising and wherever located from time to time (collectively, the “Trademark Collateral”): all domestictrademarks (including service marks), foreign and multinational trademarksslogans, service logos, certification marks, trade dress, uniform resource locations (URLs), domain names, corporate names, company trade names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, or other indicia of origin or source identification, and general intangibles of a like naturesource, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof the foregoing (whether statutory or common law and whether registered or applied for in the United States or any other country, multi-national registry or any political subdivision thereof), including the United States trademark and service mark registrations and applications for registration listed in on Schedule I 1 attached hereto, , together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of thereof and symbolized by any of the foregoing, thereby, (iii) extensions and renewals thereof and amendments thereto, (iv) all rights to s▇▇ proceeds, income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (v) rights to sue or otherwise recover for any past, present and future infringementinfringements, dilution, dilutions or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages violations thereof and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining corresponding thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor The Pledgor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, the Collateral Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, Parties a continuing Lien on and security interest (referred in and to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s the right, title and interest of the Pledgor in, to and under all the following Pledged Collateral of the Pledgor, in and to the followingeach case excluding Excluded Assets, whether now owned existing or hereafter arising or acquired or arising and wherever located from time to time (collectively, the “Trademark Collateral”): all domestictrademarks (including service marks), foreign and multinational trademarksslogans, service logos, certification marks, trade dress, uniform resource locations (URLs), domain names, corporate names, company trade names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, or other indicia of origin or source identification, and general intangibles of a like naturesource, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof the foregoing (whether statutory or common law and whether registered or applied for in the United States or any other country, multi-national registry or any political subdivision thereof), including the United States trademark and service ▇▇▇▇ registrations and applications for registration listed in on Schedule I 1 attached hereto, , together with any and all (i) rights and privileges arising under applicable Legal Requirements with respect to the use of any of the foregoing, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of thereof and symbolized by any of the foregoing, thereby, (iii) extensions and renewals thereof and amendments thereto, (iv) all rights to sproceeds, income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (v) rights to ▇▇▇ or otherwise recover for any past, present and future infringementinfringements, dilution, dilutions or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages violations thereof and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining corresponding thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor The Pledgor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, the Collateral Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, Parties a continuing Lien on and security interest (referred in and to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s the right, title and interest of the Pledgor in, to and under all the following Pledged Collateral of the Pledgor, in and to the followingeach case excluding Excluded Assets, whether now owned existing or hereafter arising or acquired or arising and wherever located from time to time (collectively, the “Trademark Collateral”): all domestictrademarks (including service marks), foreign and multinational trademarksslogans, service logos, certification marks, trade dress, uniform resource locations (URLs), domain names, corporate names, company trade names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, or other indicia of origin or source identification, and general intangibles of a like naturesource, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof the foregoing (whether statutory or common law and whether registered or applied for in the United States or any other country, multi-national registry or any political subdivision thereof), including the United States trademark and service ▇▇▇▇ registrations and applications for registration listed in on Schedule I 1 attached hereto, , together with any and all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of thereof and symbolized by any of the foregoing, thereby, (iii) extensions and renewals thereof and amendments thereto, (iv) all rights to sproceeds, income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (v) rights to ▇▇▇ or otherwise recover for any past, present and future infringementinfringements, dilution, dilutions or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages violations thereof and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining corresponding thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grantspledges, assigns, assigns and pledges grants to the Administrative Agent, on behalf of and for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing first priority security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created or acquired or arising and wherever located (collectively, the “Trademark Collateral”): ): (a) all domesticof its Trademarks, foreign including those referred to on Schedule I hereto, excluding only United States intent-to-use trademark applications to the extent that and multinational trademarkssolely during the period in which the grant of a security interest therein would impair, service marksunder applicable federal law, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia the registrability of origin such applications or source identificationthe validity or enforceability of registrations issuing from such applications; (b) all extensions and renewals of the foregoing; (c) all goodwill connected with the use of, and general intangibles symbolized by, each such Trademark; (d) all rights of a like natureany kind whatsoever of such Grantor accruing under any of the foregoing provided by applicable law of any jurisdiction, whether registered by international treaties and conventions and otherwise throughout the world; (e) any and all royalties, fees, income, payments and other proceeds now or unregistered, and hereafter due or payable with respect to any and all of the foregoing:; and (if) any and all registrations claims and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all causes of the goodwill of the business connected action, with the use of and symbolized by respect to any of the foregoing, (iv) , whether occurring before, on or after the date hereof, including all rights to s▇▇ or otherwise recover and claims for any damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse, breach or other violation thereof, (v) all Proceeds of the foregoingdefault, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent right but no obligation to ▇▇▇ for such legal and Trademark Office of an amendment equitable relief and to allege use pursuant to 15 U.S.C. § 1051(c) collect, or a statement of use under 15 U.S.C. § 1051(d) (or otherwise recover, any successor provisions), such intent-to-use application shall be considered Trademark Collateraldamages.

Grant of Security Interest in Trademark Collateral. (a) Each Grantor hereby unconditionally grants, assigns, and pledges grants to Agent, the Collateral Agent for the ratable benefit of each of the Secured Parties, to secure the Secured Obligations, Parties a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all the following property of such Grantor’s , in each case, wherever located and now owned or at any time hereafter acquired by such Grantor or in which such Grantor has or at any time in the future may acquire any right, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): ), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration, or otherwise) of such Grantor’s Obligations: (i) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dressstyles, trade stylesservice marks, logos, Internet domain namesdesigns and other source or business identifiers, other indicia of origin now existing or source identificationhereafter adopted or acquired, all registrations and recordings thereof, and general intangibles of a like natureall applications in connection therewith, whether registered in the United States Patent and Trademark Office or unregisteredin any similar office or agency of the United States, and with respect to any and all State thereof or any other country, union of countries, or any political subdivision of any of the foregoing: (i) , or otherwise, and all registrations and applications for registration thereof common-law rights related thereto, including any of the registrations and applications foregoing listed in on Schedule I attached hereto, (ii) the right to, and to obtain, all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights general intangibles of a like nature and (v) the right to s▇▇▇ or otherwise recover for any past, present and future infringementinfringements or dilution of any of the foregoing or for any injury to goodwill, dilution, or other violation thereof, (v) and all Proceeds proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now suit; provided that notwithstanding any other provision set forth in this Section 2, this Trademark Security Agreement shall not, at any time, constitute a grant of a security interest in any property that is, at such time: (i) an Excluded Asset or hereafter due and/or payable with respect thereto(ii) an application to register a Trademark in the U.S. Patent and Trademark Office based on a Grantor’s “intent to use” such Trademark, andprovided that at such time a Statement of Use or Amendment to Allege Use is filed therein such Trademark application shall be considered automatically included in the Trademark Collateral. (vib) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under and in no event shall respect of the Trademark Collateral include and nothing contained herein is intended or shall be a delegation of duties to the security interest granted hereunder attach Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under and each of the agreements included in the Trademark Collateral, including any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Trademark Security Agreement or any other document related hereto nor shall the Collateral Agent nor any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Trademark Collateral, including any agreements relating to any “intent-to-use” trademark application Receivables, any Contracts or any agreements relating to Pledged Partnership Interests or Pledged LLC Interests and (iii) the extent that, and solely during exercise by the period in which, the grant of a security interest therein would impair the validity or enforceability Collateral Agent of any registration issuing of its rights hereunder shall not release any Grantor from such intent-to-use trademark application any of its duties or obligations under applicable federal law; provided that, upon filing with the United States Patent contracts and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered agreements included in the Trademark Collateral, including any agreements relating to any Receivables, any Contracts and any agreements relating to Pledged Partnership Interests or Pledged LLC Interests.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, Administrative Agent for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created, registered or acquired or arising and wherever located (collectively, the “Trademark Collateral”): ): (a) (i) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logosservice marks, Internet domain names, logos, slogans and other indicia source or business identifiers (and all translations, adaptations, derivations and combinations of origin or source identificationthe foregoing), and general intangibles of a like natureall goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether registered in the United States Patent and Trademark Office or unregisteredin any similar office or agency of the United States, any State thereof or any other country, union of countries, or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule I (as such schedule may be amended or supplemented from time to time), and (ii) the right to obtain all renewals thereof (collectively, “Trademarks”) and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, , (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to s▇▇▇ at law or otherwise recover in equity for any past, present and or future infringement, dilution, infringement or other violation impairment thereof, , (viv) the right to receive all Proceeds of the foregoingproceeds and damages therefrom, including license feeslicenses, royalties, income, payments, claims, damages damages, and proceeds of suit now or hereafter due and/or payable with respect theretosuit, and (v) all common law and other rights throughout the world in and to all of the foregoing; and (vib) all other rights any agreement, whether written or oral, providing for the grant by or to any Grantor of any kind accruing thereunder or pertaining thereto throughout right to use any Trademark, including, without limitation, any of the world. Notwithstanding anything herein foregoing referred to the contraryin Schedule I (collectively, in no event shall the “Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisionsLicenses”), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, Collateral Agent for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s 's right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created or acquired or arising and wherever located (collectively, the “"Trademark Collateral”): "): (a) all domesticUnited States, and foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, service marks, certifications marks, collective marks, logos, other indicia of origin source or source identificationbusiness identifiers, designs and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including any of the foregoing, including, but not limited to: (i) the registrations and applications listed in referred to on Schedule I attached hereto, hereto (ii) all extension and extensions or renewals thereof, of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, , (iv) all rights the right to s▇▇▇ or otherwise recover for any past, present and future infringementinfringement or dilution of any of the foregoing or for any injury to goodwill, dilution, or other violation thereof, and (v) all Proceeds of the foregoing, including license feesincluding, without limitation, licenses, royalties, income, income payments, claims, damages and proceeds of suit now (collectively, "Trademarks"); and (b) any and all agreements providing for the granting of any right in or hereafter due and/or payable to Trademarks (whether such Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, "Trademark Licenses"); provided, that Trademark Collateral shall expressly exclude any intent-to-use application trademark application prior to the filing of a "Statement of Use" or "Amendment to Allege Use" with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contraryextent, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent if any, that, and solely during the period period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, and pledges grants to Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, Party a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created or acquired or arising and wherever located (collectively, the “Trademark Collateral”): ), which security interest, collectively with the security interest simultaneously being granted to Secured Party’s affiliate LPI Media, Inc., is first in priority: (a) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dressstyles, trade stylesservice marks, logos, Internet domain namesother source or business identifiers, other indicia proprietary product names or descriptions, prints and labels on which any of origin the foregoing have appeared or source identificationappear, designs, and general intangibles of a like nature, whether registered now existing or unregisteredhereafter adopted or acquired, and with respect to any and all of the foregoing: (i) all registrations and recordings thereof, and all applications for registration thereof in connection therewith, including the registrations registrations, recordings and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to s▇▇ or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office or in any similar office or agency of an amendment the United States, any state or territory thereof, or any other country or any political subdivision thereof (but excluding, however, only to allege use pursuant the extent the creation of a security interest therein or the grant of a mortgage thereon would void or invalidate such trademark, service m▇▇▇ or other m▇▇▇, any application to 15 U.S.C. § 1051(c) register any trademark, service m▇▇▇ or other m▇▇▇ ▇▇▇▇▇ to the filing and acceptance under applicable law of a verified statement of use under 15 U.S.C. § 1051(d) (or any successor provisionsthe equivalent) or the registration for such trademark, service m▇▇▇ or other m▇▇▇), such intent-to-use application shall be considered Trademark Collateral.and all renewals or extensions of the foregoing, including, without limitation, those referred to on Schedule I hereto, and all renewals or extensions of any of the foregoing; (b) the entire goodwill of or associated with the businesses now or hereafter conducted by Grantor connected with and symbolized by any of the aforementioned properties or assets;

Grant of Security Interest in Trademark Collateral. Each As security for the payment in full of the Secured Obligations, the Grantor hereby unconditionally grants, assigns, pledges and pledges grants to Agent, the Grantee for the benefit of each of the Secured Parties, to secure the Secured Obligations, Parties a continuing security interest (referred in and to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s its right, title and interest in in, to and to the following, whether now owned or hereafter acquired or arising and wherever located under (collectively, the “Trademark Collateral”): a) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dressstyles, trade stylesdress, logos, Internet domain names, other indicia of origin source or source identificationbusiness identifiers, and general intangibles of a like naturedesigns, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof filed in connection therewith, including the registrations and applications listed in on Schedule I attached hereto, (ii) , and all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of thereof or symbolized thereby, and symbolized by (b) any of the foregoing, and all (i) rights and privileges arising under Applicable Law with respect thereto, (ii) renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future Infringements thereof, (iv) all rights corresponding thereto throughout the world and (v) rights to s▇▇▇ or otherwise recover for any past, present and future infringement, dilution, or other violation Infringements thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable ; provided that with respect thereto, and (vi) all other rights to any United States Trademark applications in the United States Patent and Trademark Office filed on the basis of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein Grantor’s “intent to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application such Trademarks will not be deemed to the extent that, be Collateral unless and solely during the period in which, the grant until a “Statement of a security interest therein would impair the validity Use” or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing “Amendment to Allege Use” has been filed with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions)Office, whereupon such intent-to-use application shall be considered Trademark automatically subject to the security interest granted herein and deemed to be included in the Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor The Company hereby unconditionally grants, assigns, and pledges grants to the Collateral Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in and continuing lien on all of such Grantorthe Company’s right, title and interest in in, to and to under the following, in each case whether now owned or existing or hereafter acquired acquired, developed, created or arising and wherever located (collectively, the “Trademark Collateral”): ): (a) all domesticUnited States, and foreign and multinational trademarks, service marks, trade names, trade dress, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, service marks, certification marks, collective marks, logos, other indicia of origin source or source identificationbusiness identifiers, designs and general intangibles of a like nature, whether registered or unregisterednot registered, and with respect to any and all of the foregoing: : (i) all registrations and applications for registration thereof including therefor including, without limitation, the registrations and applications listed or required to be listed in Schedule I A attached hereto, , (ii) all extension and extensions or renewals thereof, of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing,, (iv) the right to s▇▇ or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, (vi) all payments and rights to payments arising out of the sale, lease, license, assignment or other disposition thereof, and (vii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world (collectively, “Trademarks”); (ivb) any and all agreements, licenses and covenants providing for the granting of any right in or to any Trademark or otherwise providing for a covenant not to s▇▇ for infringement, dilution or other violation of any Trademark or permitting co-existence with respect to a Trademark (whether the Company is licensee or licensor thereunder) including, without limitation, those listed or required to be listed in Schedule A attached hereto; NY\1552200.4 (c) all rights to s▇▇ or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation or impairment thereof, (v) , including the right to receive all Proceeds of the foregoingtherefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit suit, now or hereafter due and/or payable with respect thereto, ; and (vid) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent thatnot otherwise included, all Proceeds, Supporting Obligations and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability products of any registration issuing from such intent-to-use trademark application under applicable federal law; provided thatand all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, upon filing with in each case, to the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateralextent not constituting Excluded Assets.

Grant of Security Interest in Trademark Collateral. Each Grantor The Grantors hereby unconditionally grantspledge, assignscollaterally assign and transfer to the Collateral Agent, and pledges hereby grant to the Collateral Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in in, all of such Grantor’s right, title and interest in and to the following, whether now owned or at any time hereafter acquired by such Grantor or arising and in which such Grantor now has or at any time in the future may acquire any right, title or interest, wherever located (collectively, the “Trademark Collateral”): all domestic), foreign as collateral security for the prompt and multinational trademarkscomplete payment and performance when due (whether at the stated maturity, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin by acceleration or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all otherwise) of the foregoingSecured Obligations: (ia) all registrations rights, priorities and applications for registration thereof including privileges relating to Trademarks and Trademark Licenses, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the registrations Trademarks and applications listed in the Trademark Licenses referred to on Schedule I attached hereto, (ii) I, all extension goodwill associated therewith, and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to s▇▇ sue at law or otherwise recover in equity for any past, present and future infringement, dilution, infringement or other violation impairment thereof,, including the right to receive all proceeds and damages therefrom; (vb) all Proceeds books, records, and information pertaining to the Trademark Collateral, and all rights of access to such books, records, and information; and (c) to the extent not otherwise included all proceeds and products of, and all past, present and future income, royalties and any other payments associated with the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or and payable with respect theretoto, and (vi) and supporting obligations relating to, any and all other rights of the foregoing and all collateral security, liens, guarantees, rights, remedies and privileges given by any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach Person with respect to any “intent-to-use” trademark application to of the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collateralforegoing.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, and pledges to Administrative Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): ): (1) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) all rights to s▇▇▇ or otherwise recover for any past, present and future infringement, dilution, or other violation thereof, (v) all Proceeds of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-useintent‑to‑use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use intent‑to‑use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use intent‑to‑use application shall be considered Trademark Collateral.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of each of the Secured PartiesLender Group and the Bank Product Providers, to secure the Secured Obligations, a continuing first priority security interest (referred subject to in this Trademark Security Agreement as the “Security Interest”Permitted Liens) in and to all of such Grantor’s right, title and interest in and in, to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): ): (a) any and all domestictrademarks, foreign and multinational trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ applications, including (i) the trade names, corporate namesregistered trademarks, company namestrademark applications, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, registered service marks and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and service ▇▇▇▇ applications listed in on Schedule I attached hereto, I, (ii) all extension extensions, modifications and renewals thereof, , (iii) all of the goodwill of the business connected income, royalties, damages and payments now and hereafter due or payable under and with the use of respect thereto, including payments under all licenses entered into in connection therewith and symbolized by any of the foregoing, damages and payments for past or future infringements or dilutions thereof, (iv) all rights the right to s▇▇▇ or otherwise recover for any past, present and future infringementinfringements and dilutions thereof, dilution, or other violation thereof, (v) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (vi) all Proceeds of such Grantor’s rights corresponding thereto throughout the world; and (b) all products and proceeds of the foregoing, including license feesany claim by such Grantor against third parties for past, royalties, income, payments, claims, damages and proceeds of suit now present or hereafter due and/or payable with respect thereto, and future (vii) all other rights infringement or dilution of any kind accruing thereunder Trademark or pertaining thereto throughout the world. Notwithstanding anything herein (ii) injury to the contrary, in no event shall the Trademark Collateral include or the security interest granted hereunder attach to goodwill associated with any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark CollateralTrademark.

Grant of Security Interest in Trademark Collateral. SECTION 2.1. Each Grantor hereby unconditionally grants, assigns, assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of each the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in in, all of such Grantor’s right, title or interest in, to or under any and interest in all of the following assets and to the following, whether properties now owned or at any time hereafter acquired by such Grantor or arising and wherever located in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”): ): (a) all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dressstyles, trade stylesdress, logos, Internet domain namesother source or business identifiers, other indicia of origin or source identification, designs and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing: (i) all registrations and applications for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of symbolized thereby or associated therewith, all registrations and symbolized by any of the foregoing, (iv) recordings thereof, and all rights to s▇▇ or otherwise recover for any past, present registration and future infringement, dilution, or other violation thereof, (v) all Proceeds of the foregoingrecording applications filed in connection therewith, including license fees, royalties, income, payments, claims, damages registrations and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein to the contrary, registration applications in no event shall the Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions)similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule A attached hereto, (b) all rights and privileges arising under applicable Law with respect to such intent-to-Grantor’s use application shall be considered Trademark Collateralof any trademarks, (c) all extensions and renewals thereof and amendments thereto, (d) all income, fees, royalties, damages and payments now and hereafter due and/or payable with respect to any of the foregoing, including damages, claims and payments for past, present or future infringements thereof, (f) all rights to ▇▇▇ for past, present or future infringements thereof and (g) all rights corresponding thereto throughout the world.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, To secure the full payment and pledges to Agent, for the benefit performance of each all of the Secured Parties, to secure the Secured Obligations, Assignor hereby grants to Agent a continuing first priority security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s Assignor's right, title and interest in in, to and to under the following, whether now owned presently existing or hereafter created or acquired or arising and wherever located (collectively, the “"Trademark Collateral”): all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and all of the foregoing:"): (i) all registrations of its trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and applications service ▇▇▇▇ applications, throughout the world and (A) all renewals thereof, (B) 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 registration thereof including past or future infringements or dilutions thereof, (C) the registrations right to ▇▇▇ for past, present and applications listed in future infringements and dilutions thereof, (D) the goodwill of Assignor's business symbolized by the foregoing and connected therewith, and (E) all of Assignor's rights corresponding thereto (the "Trademarks"), including, without limitation, those Trademarks filed with the United States Patent and Trademark Office, as set forth on Schedule I attached A hereto, , and (ii) any rights under or interest in any Trademark, and the right to use the foregoing in connection with the enforcement of Agent's and/or Lenders' rights under the Loan Documents, including, without limitation, the right to prepare for sale and sell any and all extension Inventory and renewals thereof,Equipment now or hereafter owned by Assignor and now or hereafter covered by such licenses (the "Trademark Licenses") to which it is a party, including those referred to on Schedule A hereto; (iiib) all reissues, continuations or extensions of the foregoing; (c) all goodwill of the business connected with the use of of, and symbolized by by, each Trademark and each Trademark licensed under any of the foregoing,Trademark License; and (ivd) all rights to s▇▇ or otherwise recover for any past, present products and future infringement, dilution, or other violation thereof, (v) all Proceeds proceeds of the foregoing, including license feesincluding, royaltieswithout limitation, incomeany claim by Assignor against third parties for past, payments, claims, damages and proceeds of suit now present or hereafter due and/or payable with respect thereto, and future (vii) all other rights infringement or dilution of any kind accruing thereunder Trademark or pertaining thereto throughout the world. Notwithstanding anything herein any Trademark licensed under any Trademark License or (ii) injury to the contrary, in no event shall the goodwill associated with any Trademark Collateral include or the security interest granted hereunder attach to any “intent-to-use” trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application under applicable federal law; provided that, upon filing with the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(d) (or any successor provisions), such intent-to-use application shall be considered Trademark Collaterallicensed under any Trademark License.

Grant of Security Interest in Trademark Collateral. Each Grantor hereby unconditionally grants, assigns, grants and pledges to Administrative Agent, for the benefit of each of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Trademark Collateral”): all domestic, foreign and multinational trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade dress, trade styles, logos, Internet domain names, other indicia of origin or source identification, and general intangibles of a like nature, whether registered or unregistered, and with respect to any and ): (a) all of the foregoing: (i) all its United States trademark and service ▇▇▇▇ registrations and applications for registration thereof including the registrations those referred to on Schedule I, and applications listed in Schedule I attached hereto,all renewals thereof; (iib) all extension and renewals thereof, (iii) all of the goodwill of the business connected with the use of of, and symbolized by any by, each of the foregoing,; (ivc) all rights income, license fees, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof; (d) the right to s▇▇▇ or otherwise recover for any past, present and future infringement, dilution, or other violation infringements and dilutions thereof,; and (ve) all Proceeds products and proceeds (as that term is defined in the UCC) of the foregoing, including license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world. Notwithstanding anything herein contained in this Trademark Security Agreement to the contrary, in no event the term “ Trademark Collateral” shall the Trademark Collateral not include or the security interest granted hereunder attach to any “United States intent-to-use” use trademark application applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of any registration issuing from such intent-to-use trademark application applications or any registrations that issue therefrom under applicable federal law; , provided that, that upon filing with submission and acceptance by the United States Patent and Trademark Office PTO of an amendment to allege use pursuant to 15 U.S.C. § 1051(c) or a statement of use under 15 U.S.C. § 1051(dSection 1060(a) (or any successor provisionsprovision), such intent-to-use trademark application shall be considered Trademark Collateral.