270 Legal [Sample Agreements]

THIS PLEDGE AND SECURITY AGREEMENT, dated as of April 4, 2006 (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Agreement”), is entered into among:

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ARTICLE VII.

SPECIAL PROVISIONS CONCERNING INTELLECTUAL PROPERTY.

Section 7.1. Intellectual Property. Each Grantor represents and warrants that as of the Closing Date and, thereafter, as of the most recent Reporting Date: (i) it is the true and lawful owner of the Trademarks listed on Schedule 3.8 and that said listed Trademarks constitute all the marks registered in the United States Patent and Trademark Office that such Grantor now owns; (ii) it is the true and lawful owner of all rights in the Patents listed on Schedule 3.8 and said Patents constitute all the United States patents and applications for United States patents that such Grantor now owns; and (iii) it is the true and lawful owner of all rights in the Copyright registrations listed on Schedule 3.8 and said Copyrights constitute all the registered United States copyrights that such Grantor now owns. Each Grantor further warrants that it is aware of no third party claim that any aspect of such Grantor’s present or contemplated business operations infringes or will infringe any Trademark, Patent or Copyright in a manner that could reasonably be expected to have a Material Adverse Effect.

Section 7.2. Collateral Assignments; Further Assurances. Upon request of the Collateral Agent whenever made, any Grantor shall promptly execute and deliver to the Collateral Agent such Collateral Assignment Agreements as the Collateral Agent shall request in connection with such Grantor’s owned Intellectual Property. Each Grantor agrees that it will take such action, and deliver such documents or instruments, as the Collateral Agent shall request in connection with the preparation, filing or registration and enforcement of any Collateral Assignment Agreement.

Section 7.3. Assignments. Each Grantor hereby agrees not to divest itself of any material right under or with respect to any Intellectual Property or Permit material to its business other than in the ordinary course of business, or if, in its reasonable business judgment, maintenance of such Intellectual Property or Permit is no longer desirable in the conduct of its business or as expressly permitted pursuant to the Credit Agreement absent prior written approval of the Collateral Agent.

Section 7.4. Infringements. Each Grantor agrees, promptly upon learning thereof, to notify the Collateral Agent in writing of the name and address of, and to furnish such pertinent information that may be available with respect to, any party who may be infringing or otherwise violating any of such Grantor’s rights in and to any Intellectual Property that has a Material Adverse Effect (any such Intellectual Property, “Significant Intellectual Property”), or with respect to any party claiming that such Grantor’s use of any Significant Intellectual Property violates any property right of that party, to the extent that such infringement or violation could reasonably be expected to have a Material Adverse Effect. Each Grantor further agrees, unless otherwise directed by the Collateral Agent, diligently to prosecute any Person infringing any Significant Intellectual Property in a manner consistent with its past practice and in the ordinary course of business.
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