as set forth in this Agreement and
Pledgor hereby grants to Pledgee, for itself and the ratable benefit of the
Lenders and Bank Product Providers, a security interest in:
(A)
THE TRADEMARKS;
(B)
ALL REGISTRATIONS OF THE TRADEMARKS IN ANY STATE OF THE UNITED
STATES AND ANY FOREIGN COUNTRIES AND LOCALITIES;
(C)
ALL TRADENAMES, TRADEMARKS AND TRADEMARK REGISTRATIONS HEREAFTER
ADOPTED OR ACQUIRED AND USED, INCLUDING, BUT NOT LIMITED TO, THOSE WHICH ARE
BASED UPON OR DERIVED FROM THE TRADEMARKS OR ANY VARIATIONS THEREOF (THE "FUTURE
TRADEMARKS");
(D)
ALL EXTENSIONS, RENEWALS, AND CONTINUATIONS OF THE TRADEMARKS AND
FUTURE TRADEMARKS AND THE REGISTRATIONS REFERRED TO IN CLAUSE (B) ABOVE;
(E)
ALL RIGHTS TO SUE FOR PAST, PRESENT AND FUTURE INFRINGEMENTS OF
THE TRADEMARKS AND FUTURE TRADEMARKS;
(F)
ALL PACKAGING, LABELING, TRADE NAMES, SERVICE MARKS, LOGOS, AND
TRADE DRESS INCLUDING OR CONTAINING THE TRADEMARKS AND FUTURE TRADEMARKS, OR A
REPRESENTATION THEREOF, OR ANY VARIATION THEREOF;
(G)
ALL LICENSES AND OTHER AGREEMENTS UNDER WHICH PLEDGOR IS LICENSOR,
BUT ONLY TO THE EXTENT THAT THE GRANT OF A SECURITY INTEREST THEREIN WOULD NOT
BE PROHIBITED BY OR BE A BREACH OF TERMS THEREOF, AND ALL FEES, RENTS,
ROYALTIES, PROCEEDS OR MONIES THEREUNDER, RELATING TO THE TRADEMARKS AND FUTURE
TRADEMARKS AND THE USE THEREOF; AND
(H)
ALL GOODWILL OF PLEDGOR'S BUSINESS CONNECTED WITH, SYMBOLIZED BY
OR IN ANY WAY RELATED TO THE ITEMS SET FORTH IN CLAUSES (A) THROUGH (G) ABOVE.
All of the foregoing items set forth in clauses (a) through (h) are hereinafter
referred to collectively as the "Collateral."
AND Pledgor hereby covenants with Pledgee as follows:
1.
Pledgor's Obligations.
Pledgor agrees that, notwithstanding this
Agreement, it will perform and discharge and remain liable for all its
covenants, duties, and obligations arising in connection with the Collateral and
any licenses and agreements related thereto.
Pledgee shall have no obligation
or liability in connection with the Collateral or any licenses or agreements
relating thereto by reason of this Agreement or any payment received by Pledgee
or any Lender relating to the Collateral, nor shall Pledgee or any Lender be
required to perform any covenant, duty, or obligation of Pledgor arising in
connection with the Collateral or any license or
2
agreement related thereto or to take any other action regarding the Collateral
or any such licenses or agreement.
2.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS
TO PLEDGEE THAT:
(A)
PLEDGOR IS THE OWNER OF THE COLLATERAL, AND NO ADVERSE CLAIMS HAVE
BEEN MADE WITH RESPECT TO ITS TITLE TO OR THE VALIDITY OF THE COLLATERAL;
(B)
THE TRADEMARKS ARE THE ONLY TRADEMARKS, TRADEMARK REGISTRATIONS,
TRADEMARK APPLICATIONS AND TRADE NAMES IN WHICH PLEDGOR HAS ALL RIGHT, TITLE AND
INTEREST;
(C)
NONE OF THE COLLATERAL IS SUBJECT TO ANY PRIOR MORTGAGE, PLEDGE,
LIEN, SECURITY INTEREST, LEASE, CHARGE, ENCUMBRANCE OR LICENSE (BY PLEDGOR AS
LICENSOR), EXCEPT FOR PLEDGEE'S INTERESTS GRANTED HEREUNDER AND UNDER THE
EXISTING SECURITY AGREEMENT; AND
(D)
WHEN THIS AGREEMENT IS FILED IN THE UNITED STATES PATENT AND
TRADEMARK OFFICE (THE "TRADEMARK OFFICE") AND