TAXES IN CONNECTION THEREWITH) IN PUBLIC
OFFICES, THE PAYMENT OR DISCHARGE OF ANY TAXES, REASONABLE COUNSEL FEES,
MAINTENANCE FEES, ENCUMBRANCES OR OTHERWISE IN PROTECTING, MAINTAINING OR
PRESERVING THE TRADEMARKS OR IN DEFENDING OR PROSECUTING ANY ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATED TO THE TRADEMARKS SHALL BE BORNE BY AND
PAID BY PLEDGOR AND UNTIL PAID SHALL CONSTITUTE LIABILITIES.
10.
DUTIES OF PLEDGOR.
PLEDGOR SHALL HAVE THE DUTY (I) TO FILE AND PROSECUTE
DILIGENTLY ANY TRADEMARK APPLICATIONS PENDING AS OF THE DATE HEREOF OR HEREAFTER
UNTIL PLEDGOR'S LIABILITIES SHALL HAVE BEEN PAID IN FULL AND THE LOAN DOCUMENTS
HAVE BEEN TERMINATED, (II) TO PRESERVE AND MAINTAIN ALL RIGHTS IN THE
TRADEMARKS, AS COMMERCIALLY REASONABLE AND (III) TO ENSURE THAT THE TRADEMARKS
ARE AND REMAIN ENFORCEABLE, AS COMMERCIALLY REASONABLE.
ANY EXPENSES INCURRED
IN CONNECTION WITH PLEDGOR'S LIABILITIES UNDER THIS SECTION 10 SHALL BE BORNE BY
PLEDGOR.
11.
PLEDGEE'S RIGHT TO SUE.
AFTER AN EVENT OF DEFAULT, PLEDGEE SHALL HAVE THE
RIGHT, BUT SHALL IN NO WAY BE OBLIGATED, TO BRING SUIT IN ITS OWN NAME TO
ENFORCE THE TRADEMARKS AND, IF PLEDGEE SHALL COMMENCE ANY SUCH SUIT, PLEDGOR
SHALL, AT THE REQUEST OF PLEDGEE, DO ANY AND ALL LAWFUL ACTS AND EXECUTE ANY AND
ALL PROPER DOCUMENTS REQUIRED BY PLEDGEE IN AID OF SUCH ENFORCEMENT AND PLEDGOR
SHALL PROMPTLY, UPON DEMAND, REIMBURSE AND INDEMNIFY PLEDGEE FOR ALL COSTS AND
EXPENSES INCURRED BY PLEDGEE IN THE EXERCISE OF ITS RIGHTS UNDER THIS
SECTION 11.
12.
WAIVERS.
NO COURSE OF DEALING BETWEEN PLEDGOR AND PLEDGEE, NOR ANY FAILURE TO
EXERCISE, NOR ANY DELAY IN EXERCISING, ON THE PART OF PLEDGEE, ANY RIGHT, POWER
OR PRIVILEGE HEREUNDER OR UNDER THE LOAN DOCUMENTS SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL
4
ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR
THEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR PRIVILEGE.
13.
SEVERABILITY.
THE PROVISIONS OF THIS SECURITY AGREEMENT ARE SEVERABLE, AND IF
ANY CLAUSE OR PROVISION SHALL BE HELD INVALID AND UNENFORCEABLE IN WHOLE OR IN
PART IN ANY JURISDICTION, THEN SUCH INVALIDITY OR UNENFORCEABILITY SHALL AFFECT
ONLY SUCH CLAUSE OR PROVISION, OR PART THEREOF, IN SUCH JURISDICTION, AND SHALL
NOT IN ANY MANNER AFFECT SUCH CLAUSE OR PROVISION IN ANY OTHER JURISDICTION, OR
ANY OTHER CLAUSE OR PROVISION OF THIS SECURITY AGREEMENT IN ANY JURISDICTION.
14.
MODIFICATION.
THIS SECURITY AGREEMENT CANNOT BE ALTERED, AMENDED OR MODIFIED IN
ANY WAY, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 HEREOF OR BY A WRITING
SIGNED BY THE PARTIES HERETO.
15.
CUMULATIVE REMEDIES; POWER OF ATTORNEY; EFFECT ON LOAN DOCUMENTS.
ALL OF
PLEDGEE'S RIGHTS AND REMEDIES WITH RESPECT TO THE TRADEMARKS, WHETHER
ESTABLISHED HEREBY OR BY THE LOAN DOCUMENTS, OR BY ANY OTHER AGREEMENTS OR BY
LAW SHALL BE CUMULATIVE AND MAY BE EXERCISED SINGULARLY OR CONCURRENTLY.
PLEDGOR HEREBY AUTHORIZES PLEDGEE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO
MAKE, CONSTITUTE AND APPOINT ANY OFFICER OR AGENT OF PLEDGEE AS PLEDGEE MAY