Exhibit 4.26
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT, dated as of May 20, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), is made by the entities identified as grantors on the signature pages hereto (collectively, the Grantors) in favor of JPMORGAN CHASE BANK, N.A., as notes security agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the Security Agent).
WHEREAS, the Grantors are party to a Notes Pledge and Security Agreement dated as of the date hereof (the Pledge and Security Agreement) between each of the Grantors and the other grantors party thereto and the Security Agent pursuant to which the Grantors granted a security interest to the Security Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Security Agent as follows:
SECTION 1. Defined Terms
Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.
SECTION 2. Grant of Security Interest in Trademark Collateral
SECTION 2.1 Grant of Security. Each Grantor hereby grants to the Security Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantors right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the Trademark Collateral):
(a) all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing including, but not limited to: (i) the registrations and listed on Schedule A hereto, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) all rights corresponding thereto throughout the world, (v) the right to sue or otherwise recover for any past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and (vi) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit.
SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any application to register a Trademark in the U.S. Patent and Trademark Office (the PTO) based upon Grantors intent to use such Trademark (but only if
the grant of a security interest in such intent to use Trademark application violates 15 U.S.C. § 1060(a)) unless and until a Statement of Use or Amendment to Allege Use is filed in the PTO with respect thereto.
SECTION 3. Pledge and Security Agreement
The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.
SECTION 4. Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
SECTION 5. Counterparts
This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
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CEBRIDGE ACQUISITION, L.P. | |
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By: Cebridge General, LLC, its sole general partner | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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CEBRIDGE CONNECTIONS, INC. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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CEBRIDGE TELECOM LA, LLC | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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CEQUEL COMMUNICATIONS, LLC | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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CEQUEL III COMMUNICATIONS I, LLC | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
[Signature Page to Trademark Security Agreement]
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CLASSIC CABLE OF LOUISIANA, L.L.C. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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CLASSIC COMMUNICATIONS, INC. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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FRIENDSHIP CABLE OF ARKANSAS, INC. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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FRIENDSHIP CABLE OF TEXAS, INC. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
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KINGWOOD SECURITY SERVICES, LLC | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
[Signature Page to Trademark Security Agreement]
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UNIVERSAL CABLE HOLDINGS, INC. | |
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By: |
/s/ Craig L. Rosenthal |
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Name: Craig L. Rosenthal |
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Title: Senior Vice President and General Counsel and Secretary |
[Signature Page to Trademark Security Agreement]
Accepted and Agreed: |
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JPMORGAN CHASE BANK, N.A., |
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as the Security Agent |
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By: |
/s/ Tina Ruyter |
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Name: Tina Ruyter |
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Title: Executive Director |
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[Signature Page to Trademark Security Agreement]
SCHEDULE A
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND APPLICATIONS
OWNER: CEQUEL COMMUNICATIONS, LLC
Mark |
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Serial |
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Registration |
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Registration |
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Status |
United States Federal |
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EASY AS COUNTING TO ONE |
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77594970 |
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3713173 |
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11-17-2009 |
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Registered |
THE WORLDS EASIEST BUNDLE |
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77595913 |
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3713176 |
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11-17-2009 |
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Registered |
VIPPERKS |
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77655683 |
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3773065 |
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04-06-2010 |
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Registered |
NOW VOD |
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77772697 |
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3998708 |
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7-19-2011 |
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Registered |
SUDDENLINKYOURE CONNECTED |
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77595121 |
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4158099 |
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06-12-2012 |
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Registered |
AXIS |
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85128553 |
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N/A |
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N/A |
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Abandoned Intent to Use |
SUDDENLINK2GO |
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85339558 |
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4286618 |
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02-05-2013 |
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Registered |
NWV NETWORK WEST VIRGINIA |
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85513245 |
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4330276 |
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05-07-2013 |
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Registered |
EASY SUDDENLINK |
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86615811 |
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Pending |
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Pending |
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Application published |
Design only |
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86662941 |
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Pending |
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Pending |
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Application |
MORE POWER TO YOU |
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86532768 |
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Pending |
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Pending |
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Pending intent to use |
GIGX |
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86565217 |
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Pending |
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Pending |
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Pending intent to use |
G1GX |
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86565227 |
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Pending |
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Pending |
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Pending intent to use |
APPLICANT and REGISTRANT: CEBRIDGE CONNECTIONS, INC.
POST-REGISTRATION OWNER: CEQUEL COMMUNICATIONS, LLC
Mark |
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Serial |
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Registration |
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Registration |
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Status |
United States Federal |
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LIFE CONNECTED |
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78860621 |
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3593183 |
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03-17-2009 |
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Registered |
SUDDENLINK |
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78851677 |
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3514227 |
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10-07-2008 |
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Registered |
SUDDENLINK COMMUNICATIONS |
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78851595 |
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3518352 |
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10-14-2008 |
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Registered |
SUDDENLINK LIFE CONNECTED |
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78865089 |
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3514248 |
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10-07-2008 |
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Registered |
SUDDENLINK HOMESOURCE |
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78908283 |
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3438249 |
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05-27-2008 |
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Registered |
SUDDENLINK HOMESOURCE |
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78905733 |
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3420591 |
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04-29-2008 |
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Registered |
CONEXION UNICA |
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78899274 |
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3518418 |
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10-14-2008 |
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Registered |
SUDDENLINK |
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78882332 |
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3438173 |
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05-27-2008 |
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Registered |
OWNER: CEQUEL III COMMUNICATIONS I, LLC
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS VI |
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622469 |
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Registered |
OWNER: CLASSIC CABLE OF LOUISIANA, LLC
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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CLASSIC CABLE |
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564032 |
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Renewed |
SUDDENLINK COMMUNICATIONS IV |
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591354 |
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Registered |
CORRECTIONAL CABLE |
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578556 |
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Expired |
CORRECTIONAL CABLE |
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646690 |
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Registered |
CABLE NETWORK ADVERTISING |
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578557 |
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Registered |
OWNER: CEBRIDGE TELECOM LA, LLC
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS LA |
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591300 |
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Registered |
CEBRIDGE CONNECTIONS TELECOM |
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591036 |
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Registered |
OWNER: KINGWOOD SECURITY SERVICES, LLC
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK SECURITY |
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620941 |
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Registered |
State- Ohio |
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SUDDENLINK SECURITY |
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1852474 |
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Registered |
OWNER: CLASSIC COMMUNICATIONS, INC.
Mark |
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Serial No. / Registration No. |
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Status |
State - Texas |
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CCT |
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800085158 |
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Registered |
OWNER: CEBRIDGE ACQUISITION, L.P.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK MEDIA |
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591900 |
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Registered |
SUDDENLINK COMMUNICATIONS |
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591299 |
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Registered |
CEBRIDGE |
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591033 |
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Registered |
OWNER: FRIENDSHIP CABLE OF ARKANSAS, INC.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS V |
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591355 |
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Registered |
OWNER: FRIENDSHIP CABLE OF TEXAS, INC.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS I |
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591352 |
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Registered |
State North Dakota |
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CORRECTIONAL CABLE |
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29717800 |
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Registered |
State - Ohio |
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CEBRIDGE |
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1416897 |
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Registered |
OWNER: UNIVERSAL CABLE HOLDINGS, INC.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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SUDDENLINK COMMUNICATIONS III |
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591353 |
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Registered |
State Nebraska |
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SUDDENLINK COMMUNICATIONS |
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10085209 |
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Registered |
CEBRIDGE |
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10051147 |
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Registered |
CORRECTIONAL CABLE |
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10042857 |
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Registered |
CLASSIC COMMUNICATIONS |
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10042858 |
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Registered |
OWNER: FRIENDSHIP CABLE OF TEXAS, INC., FRIENDSHIP CABLE OF ARKANSAS, INC. and CLASSIC CABLE OF LOUISIANA, L.L.C.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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CEBRIDGE CONNECTIONS |
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579993 |
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Expired |
OWNER: ORBIS1, L.L.C.
Mark |
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Serial No. / Registration No. |
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Status |
State - Louisiana |
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COSTREET COMMUNICATIONS |
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633409 |
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Registered |
UNITED STATES PATENT AND TRADEMARK OFFICE
UNDER SECRETARY OF COMMERCE FOR INTELLECTUAL PROPERTY AND
DIRECTOR OF THE UNITED STATES PATENT AND TRADEMARK OFFICE
JUNE 8, 2016
PTAS
CHRISTINE DIONNE C/O PAUL HASTINGS LLP |
900366652 |
UNITED STATES PATENT AND TRADEMARK OFFICE
NOTICE OF RECORDATION OF ASSIGNMENT DOCUMENT
THE ENCLOSED DOCUMENT HAS BEEN RECORDED BY THE ASSIGNMENT RECORDATION BRANCH OF THE U.S. PATENT AND TRADEMARK OFFICE. A COMPLETE COPY IS AVAILABLE AT THE ASSIGNMENT SEARCH ROOM ON THE REEL AND FRAME NUMBER REFERENCED BELOW.
PLEASE REVIEW ALL INFORMATION CONTAINED ON THIS NOTICE. THE INFORMATION CONTAINED ON THIS RECORDATION NOTICE REFLECTS THE DATA PRESENT IN THE PATENT AND TRADEMARK ASSIGNMENT SYSTEM. IF YOU SHOULD FIND ANY ERRORS OR HAVE QUESTIONS CONCERNING THIS NOTICE, YOU MAY CONTACT THE ASSIGNMENT RECORDATION BRANCH AT 571-272-3350. PLEASE SEND REQUEST FOR CORRECTION TO: U.S. PATENT AND TRADEMARK OFFICE, MAIL STOP: ASSIGNMENT RECORDATION BRANCH, P.O. BOX 1450, ALEXANDRIA, VA 22313.
RECORDATION DATE: 06/03/2016 |
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REEL/FRAME: 5805/0419 |
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BRIEF: SECURITY INTEREST |
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DOCKET NUMBER: 93448.00005 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNOR: |
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DOC DATE: 05/20/2016 |
ASSIGNOR: |
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DOC DATE: 05/20/2016 |
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ASSIGNEE: |
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CITIZENSHIP: UNITED STATES |
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SERIAL NUMBER: 77594970 |
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FILING DATE: 10/17/2008 |
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SERIAL NUMBER: 77595121 |
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FILING DATE: 10/17/2008 |
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SERIAL NUMBER: 77595913 |
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FILING DATE: 10/20/2008 |
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SERIAL NUMBER: 77655683 |
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FILING DATE: 01/23/2009 |
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SERIAL NUMBER: 77772697 |
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FILING DATE: 07/01/2009 |
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SERIAL NUMBER: 78851595 |
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FILING DATE: 03/31/2006 |
SERIAL NUMBER: 78851677 |
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FILING DATE: 03/31/2006 |
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SERIAL NUMBER: 78860621 |
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FILING DATE: 04/13/2006 |
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SERIAL NUMBER: 78865089 |
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FILING DATE: 04/19/2006 |
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SERIAL NUMBER: 78882332 |
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FILING DATE: 05/12/2006 |
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SERIAL NUMBER: 78899274 |
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FILING DATE: 06/02/2006 |
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SERIAL NUMBER: 78905733 |
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FILING DATE: 06/12/2006 |
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SERIAL NUMBER: 78908283 |
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FILING DATE: 06/14/2006 |
SERIAL NUMBER: 85128553 |
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FILING DATE: 09/13/2010 |
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SERIAL NUMBER: 85339558 |
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FILING DATE: 06/07/2011 |
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SERIAL NUMBER: 85513245 |
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FILING DATE: 01/10/2012 |
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SERIAL NUMBER: 86532768 |
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FILING DATE: 02/12/2015 |
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SERIAL NUMBER: 86565217 |
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FILING DATE: 03/16/2015 |
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SERIAL NUMBER: 86565227 |
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FILING DATE: 03/16/2015 |
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SERIAL NUMBER: 86615811 |
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FILING DATE: 04/30/2015 |
SERIAL NUMBER: 86662941 |
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FILING DATE: 06/15/2015 |
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ASSIGNMENT RECORDATION BRANCH PUBLIC RECORDS DIVISION |
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900366652 06/03/2016
TRADEMARK ASSIGNMENT COVER SHEET
Electronic Version v1.1 |
ETAS ID: TM386564 |
Stylesheet Version v1.2 |
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SUBMISSION TYPE: |
NEW ASSIGNMENT |
NATURE OF CONVEYANCE: |
SECURITY INTEREST |
CONVEYING PARTY DATA
Name |
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Formerly |
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Execution Date |
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Entity Type |
Cebridge Acquisition, L.P. |
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05/20/2016 |
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Limited Partnership: DELAWARE |
Cebridge Connections, Inc. |
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05/20/2016 |
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Corporation: DELAWARE |
Cebridge Telecom LA, LLC |
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05/20/2016 |
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Limited Liability Company: DELAWARE |
Cequel Communications, LLC |
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05/20/2016 |
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Limited Liability Company: DELAWARE |
Cequel Ill Communications I, LLC |
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05/20/2016 |
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Limited Liability Company: DELAWARE |
Classic Cable of Louisiana, L.L.C. |
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05/20/2016 |
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Limited Liability Company: LOUISIANA |
Classic Communications, Inc. |
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05/20/2016 |
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Corporation: DELAWARE |
Friendship Cable of Arkansas, Inc. |
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05/20/2016 |
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Corporation: TEXAS |
Friendship Cable of Texas, Inc. |
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05/20/2016 |
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Corporation: TEXAS |
Kingwood Security Services, LLC |
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05/20/2016 |
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Limited Liability Company: DELAWARE |
Universal Cable Holdings, Inc. |
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05/20/2016 |
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Corporation: DELAWARE |
RECEIVING PARTY DATA
Name: |
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JPMorgan Chase Bank, N.A., as Security Agent |
Street Address: |
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500 Stanton Christiana Road |
Internal Address: |
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3/0ps 2 |
City: |
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Newark |
State/Country: |
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DELAWARE |
Postal Code: |
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19713 |
Entity Type: |
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National Banking Association: UNITED STATES |
PROPERTY NUMBERS Total: 21
Property Type |
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Number |
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Word Mark |
Serial Number: |
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77594970 |
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EASY AS COUNTING TO ONE |
Serial Number: |
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77595913 |
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THE WORLDS EASIEST BUNDLE |
Serial Number: |
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77655683 |
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VIPPERKS |