SELECT, IN ITS SOLE DISCRETION, AS PLEDGOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT,
WITH POWER TO (I) ENDORSE PLEDGOR'S NAME ON ALL APPLICATIONS, DOCUMENTS, PAPERS
AND INSTRUMENTS NECESSARY OR DESIRABLE FOR PLEDGEE IN THE USE OF THE TRADEMARKS
OR (II) TAKE ANY OTHER ACTIONS WITH RESPECT TO THE TRADEMARKS AS PLEDGEE DEEMS
TO BE IN THE BEST INTEREST OF PLEDGEE, OR (III) GRANT OR ISSUE ANY EXCLUSIVE OR
NON-EXCLUSIVE LICENSE UNDER THE TRADEMARKS TO ANYONE, OR (IV) ASSIGN, PLEDGE,
CONVEY OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF THE TRADEMARKS TO ANYONE.
PLEDGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE UNTIL
PLEDGOR'S LIABILITIES SHALL HAVE BEEN PAID IN FULL AND THE LOAN DOCUMENTS HAVE
BEEN TERMINATED.
PLEDGOR ACKNOWLEDGES AND AGREES THAT THIS SECURITY AGREEMENT
IS NOT INTENDED TO LIMIT OR RESTRICT IN ANY WAY THE RIGHTS AND REMEDIES OF
PLEDGEE UNDER THE LOAN DOCUMENTS BUT RATHER IS INTENDED TO FACILITATE THE
EXERCISE OF SUCH RIGHTS AND REMEDIES. PLEDGEE SHALL HAVE, IN ADDITION TO ALL
OTHER RIGHTS AND REMEDIES GIVEN IT BY THE TERMS OF THIS SECURITY AGREEMENT AND
THE LOAN DOCUMENTS, ALL RIGHTS AND REMEDIES ALLOWED BY LAW AND THE RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE AS ENACTED IN
ILLINOIS.
16.
BINDING EFFECT; BENEFITS.
THIS SECURITY AGREEMENT SHALL BE BINDING UPON PLEDGOR
AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF
PLEDGEE, ITS SUCCESSORS, NOMINEES AND ASSIGNS.
17.
GOVERNING LAW.
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND APPLICABLE FEDERAL LAW.
18.
HEADINGS.
PARAGRAPH HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY AND SHALL NOT
MODIFY THE PROVISIONS WHICH THEY PRECEDE.
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19.
FURTHER ASSURANCES.
PLEDGOR AGREES TO EXECUTE AND DELIVER SUCH FURTHER
AGREEMENTS, INSTRUMENTS AND DOCUMENTS, AND TO PERFORM SUCH FURTHER ACTS, AS
PLEDGEE SHALL REASONABLY REQUEST FROM TIME TO TIME IN ORDER TO CARRY OUT THE
PURPOSE OF THIS SECURITY AGREEMENT AND AGREEMENTS SET FORTH HEREIN.
20.
SURVIVAL OF REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES OF PLEDGOR
CONTAINED IN THIS SECURITY AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF
THIS SECURITY AGREEMENT AND SHALL BE REMADE ON THE DATE OF EACH BORROWING UNDER
THE LOAN DOCUMENTS.
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IN WITNESS WHEREOF, Pledgor has duly executed this Security Agreement as of the
date first written above.
ENERGY ABSORPTION SYSTEMS, INC.
By:
/s/Daniel P. Gorey
Name:
Daniel P. Gorey
Title:
Vice President and Treasurer
Agreed and Accepted
As of the Date First Written Above
THE NORTHERN TRUST COMPANY,
as Agent for itself and the Lenders
By:
/s/Jon W. Kreidler
Name:
Jon W. Kreidler
Title:
Officer
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SCHEDULE A
TRADEMARK REGISTRATIONS
Trademark
U.S. Registration No.
Date Registered
TRADEMARK APPLICATIONS
Trademark
U.S. Application Serial No.
Filing Date
8
SUBSIDIARY STOCK PLEDGE AGREEMENT
(QUIXOTE CORPORATION)
Dated as of September 10, 2004
This Pledge Agreement (as modified from time to time, the "Agreement") has been
executed