Fill and Sign the Collateral Assignment 497333019 Form

Collateral Assignment of Trademarks This Collateral Assignment of Trademarks (this Assignment ) is made this the       day of       , 20       , by       , a corporation (Name of Assignor) organized and existing under the laws of the state of       , with its (Name of State) principal office located at       , referred to herein as (Street Address, City, County, State, Zip Code) Assignor , in favor of       , a corporation organized (Name of Assignee) under the laws of       , having its principal office at (Name of State)       , referred to herein as Assignee. (Address of Assignor) Whereas, Assignor and Assignee are parties to that certain Loan and Security Agreement (the Loan Agreement ) dated as of even date with this Assignment, relating to certain obligations of Assignor as more particularly described in the Loan Agreement (the Secured Obligations ); and Whereas, capitalized terms used and not otherwise defined in this Assignment shall have the meanings given to them in the Loan Agreement; and Whereas, the Secured Obligations include but are not limited to a certain Amended and Restated Note (the Note ) in favor of Assignee of even date with this Assignment in the amount of the Loan; and Whereas , payment of the Note and other Secured Obligations are secured by, among other things, a security interest in all trademarks owned by Assignor as more particularly described in Exhibit A attached to and made a part of this Assignment (the Trademarks ); and Whereas, the execution and delivery of this Assignment is a condition precedent to the performance by Assignee of its obligations under the Loan Agreement; Now, therefore, in consideration of the recitals set forth above and incorporated in this Assignment, and for other good and valuable consideration, Assignor agrees as follows: I. Assignor does now collaterally grant, transfer and assign to Assignee all the right, title and interest of Assignor now or later acquired in and to the Trademarks. In connection with such assignment, Assignor agrees to execute and deliver to Assignee from time to time any and all written notices memorializing Assignor's assignment of the Trademarks under this Assignment as may be required under applicable law and as necessary to perfect Assignee's rights in and to the Trademarks under this Assignment, including but not limited to any and all filings required by the United States Patent and Trademark Office. Collateral Assignment of Trademarks Page 1 of 4 II. This Assignment is given for the purpose of securing the payment of all Secured Obligations, including but not limited to the payment of principal, interest and other sums due under the Note, and any extensions, modifications, amendments and renewals of the Note, and the performance and discharge of the obligations, covenants, conditions, and agreements of Assignor contained in this Assignment and in the Loan Documents. III. Assignor agrees: A. To diligently prosecute and defend Assignor's right, title and interest in and to the Trademarks and to execute all oaths, declarations and other documents necessary or desirable for prosecuting the Trademarks, for use in interference proceedings involving the Trademarks or for use in opposition proceedings involving the Trademarks. B. To execute and deliver to Assignee, pursuant to the terms of the Loan Agreement, one or more Assignments of Trademarks duly executed in blank in the form attached to this Assignment as Exhibit B, (the Blank Assignments ). Upon Assignor's satisfaction of all of the Secured Obligations in full, Assignee agrees to deliver the Blank Assignments to Assignor. C. That the occurrence of any of the following shall constitute an event of default ( Event of Default ) under this Assignment: 1. Failure of Assignor, for a period of       days after written notice (Number) from Assignee, to observe or perform any covenant or condition contained in this Assignment; provided that if any such failure is susceptible of cure and cannot reasonably be cured within such       -day period, then Assignor shall have (Number) an additional       -day period to cure such failure and no Event of Default (Number) shall be deemed to exist under this Assignment so long as Assignor commences such cure within the initial       -day period and diligently and in good faith (Number) pursues such cure to completion within such resulting       -day period from (Number) the date of Assignee's notice; 2. Any representation or warranty made by Assignor in this Assignment which is not true and correct in any material respect as of the date of this Assignment; and 3. An event of default by Assignor under the Loan Agreement or any of the other Loan Documents, which shall not be cured within any applicable grace period. Collateral Assignment of Trademarks Page 2 of 4 D. Upon the occurrence of any Event of Default under this Assignment, Assignee shall have all rights granted to Assignee under the Loan Documents. E. Assignor irrevocably appoints Assignee as Assignor's true and lawful proxy and attorney-in-fact (and agent-in-fact), which appointment is coupled with an interest, in the Assignor's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Assignment; (ii) execute such financing statements and other documents and to do such other acts as Assignee may require to perfect and preserve the Assignee's security interest in, and to enforce such interests in the Trademarks; and (iii) carry out any remedy provided for in this Assignment, including the endorsement of the Blank Assignments and the filing of such Assignments with the United States Patent and Trademark Office as necessary to cause the assignment of the Trademarks to Assignee. Assignor acknowledges that the constitution and appointment of such proxy and attorney- in-fact are coupled with an interest and are irrevocable. Assignor ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Assignment. F. That this Assignment shall be assignable by Assignee to any assignee of Assignee under the Loan Agreement, and all representations, warranties, covenants, powers and rights contained in this Assignment shall be binding upon, and shall inure to the benefit of, Assignor and Assignee and their respective legal representatives, successors and assigns. IV. Assignor further covenants and represents to Assignee that: A. Assignor has not previously assigned, sold, pledged, transferred, mortgaged, hypothecated or otherwise encumbered the Trademarks or any of them, or its right, title and interest in the Trademarks; B. Assignor shall not assign, sell, pledge, transfer, mortgage, hypothecate or otherwise encumber its interests in the Trademarks or any of them; and C. Assignor has not performed any act which might prevent Assignor from performing its undertakings under this Assignment or which might prevent Assignee from operating under or enforcing any of the terms and conditions of this Assignment or which would limit Assignee in such operation or enforcement. V. All notices, demands or documents which are required or permitted to be given or served under this Assignment shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement. VI. Any provision in the Loan Agreement that pertains to this Assignment shall be deemed to be incorporated in this Assignment as if such provision were fully set forth in this Assignment. In the event of any conflict between the terms of this Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. A provision in this Assignment shall not be deemed to be inconsistent with the Loan Agreement by reason of the fact that no provision in the Loan Agreement covers such provision in this Assignment. Collateral Assignment of Trademarks Page 3 of 4 VII. This Assignment is made for collateral purposes only and the duties and obligations of Assignor under this Assignment shall terminate when all sums due Assignee under the Loan Documents are paid in full and all obligations, covenants, conditions and agreements of Assignor contained in the Loan Documents are performed and discharged. VIII. This Assignment shall be governed by, and construed in accordance with, the laws of       . (Name of State) IX. It is intended and agreed that this Assignment and the other Loan Documents are made for the sole protection and benefit of Assignor, and Assignee, and their respective successors and assigns (but in the case of assigns of Assignor, only to the extent permitted under this Assignment), and that no other person or persons shall have any right at any time to action on this Assignment. X. Assignor and Assignee intend and believe that each provision in this Assignment comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Assignment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Assignment to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Assignor and Assignee that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Assignment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained in this Assignment, and that the rights, obligations and interests of Assignor and Assignee under the remainder of this Assignment shall continue in full force and effect. Assignor has executed this Collateral Assignment of Trademarks at       the day and year first set forth above. (Place of Execution)       (Name of Assignor) By: (Signature of Officer)       (P rinted Name & Office in Corporation) Collateral Assignment of Trademarks Page 4 of 4