THAT PLEDGEE MAY ASSIGN THE RIGHTS
AND BENEFITS HEREOF TO ANY PARTY ACQUIRING ANY INTEREST IN THE OBLIGATIONS OR
ANY PART THEREOF.
10.
FUTURE ACTS.
UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL,
PLEDGORS SHALL HAVE THE DUTY TO MAKE APPLICATIONS ON MATERIAL UNREGISTERED, BUT
REGISTRABLE AS TRADEMARKS, COLLATERAL OWNED BY EACH PLEDGOR IN ANY LOCATION
WHERE EACH PLEDGOR DOES BUSINESS, TO PROSECUTE SUCH APPLICATIONS DILIGENTLY, AND
TO PRESERVE AND MAINTAIN ALL RIGHTS IN THE MATERIAL TRADEMARKS AND THE OTHER
MATERIAL COLLATERAL, EXCEPT TO THE EXTENT PLEDGORS REASONABLY DETERMINE THAT
SUCH TRADEMARKS DO NOT HAVE ANY MATERIAL ECONOMIC VALUE.
ANY EXPENSES INCURRED
IN CONNECTION WITH SUCH APPLICATIONS AND OTHER ACTIONS SHALL BE BORNE BY
PLEDGORS.
PLEDGORS SHALL NOT ABANDON ANY RIGHT TO FILE A TRADEMARK APPLICATION
OR REGISTRATION FOR ANY TRADEMARK, OR ABANDON ANY SUCH PENDING TRADEMARK
APPLICATION OR REGISTRATION, WITHOUT THE CONSENT OF PLEDGEE, EXCEPT TO THE
EXTENT THAT PLEDGORS REASONABLY DETERMINES THAT THE TRADEMARK COVERED BY SUCH
APPLICATION OR REGISTRATION HAS NO MATERIAL ECONOMIC VALUE.
11.
ENFORCEMENT.
UPON PLEDGORS' FAILURE TO DO SO AFTER PLEDGEE'S
DEMAND, OR UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF 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 FUTURE TRADEMARKS AND ANY
LICENSE THEREUNDER, HAVING MATERIAL ECONOMIC VALUE TO THE PLEDGEE, IN WHICH
EVENT PLEDGORS 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 PLEDGORS SHALL PROMPTLY, UPON DEMAND, REIMBURSE AND INDEMNIFY
PLEDGEE OR ITS AGENTS FOR ALL COSTS AND EXPENSES INCURRED BY PLEDGEE IN THE
EXERCISE OF ITS RIGHTS UNDER THIS SECTION 11.
12.
RELEASE.
AT SUCH TIME AS PLEDGORS SHALL COMPLETELY SATISFY ALL OF
THE NON-CONTINGENT OBLIGATIONS, AND THE FINANCING AGREEMENTS HAVE BEEN
TERMINATED, OTHER THAN UPON ENFORCEMENT OF PLEDGEE'S REMEDIES UNDER THE
FINANCING AGREEMENTS AFTER AN EVENT OF DEFAULT, PLEDGEE WILL, AT PLEDGORS' SOLE
COST AND EXPENSE, EXECUTE AND DELIVER TO EACH PLEDGOR A RELEASE OR OTHER
INSTRUMENT AS MAY BE NECESSARY OR PROPER TO RELEASE EACH PLEDGOR'S LIEN IN THE
COLLATERAL, SUBJECT TO ANY DISPOSITIONS THEREOF WHICH MAY HAVE BEEN MADE BY
PLEDGEE PURSUANT HERETO AND AS MAY BE NECESSARY TO RECORD SUCH RELEASE WITH THE
U.S. PATENTS AND TRADEMARKS OFFICE, OR EQUIVALENT AUTHORITY.
13.
SEVERABILITY.
IF ANY CLAUSE OR PROVISION OF THIS AGREEMENT SHALL
BE HELD INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, IN ANY JURISDICTION, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL ATTACH ONLY TO SUCH CLAUSE OR PROVISION, OR
PART THEREOF, IN SUCH JURISDICTION, AND SHALL NOT IN ANY MANNER AFFECT SUCH OR
ANY OTHER CLAUSE OR PROVISION IN ANY OTHER JURISDICTION.
14.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON PLEDGORS OR
PLEDGEE UNDER THIS AGREEMENT SHALL BE GIVEN IN THE MANNER PRESCRIBED BY THE
FINANCING AGREEMENTS.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED,
APPLIED, AND ENFORCED IN ACCORDANCE WITH THE