THE OTHER
4
MATERIAL COLLATERAL, EXCEPT TO THE EXTENT PLEDGOR REASONABLY DETERMINES 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
PLEDGOR.
PLEDGOR 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 PLEDGOR REASONABLY DETERMINES THAT THE TRADEMARK COVERED BY SUCH
APPLICATION OR REGISTRATION HAS NO MATERIAL ECONOMIC VALUE.
11.
ENFORCEMENT.
UPON PLEDGOR'S 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 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 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 PLEDGOR 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 PLEDGOR'S SOLE
COST AND EXPENSE, EXECUTE AND DELIVER TO PLEDGOR A RELEASE OR OTHER INSTRUMENT
AS MAY BE NECESSARY OR PROPER TO RELEASE 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 PLEDGOR 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 FEDERAL LAWS OF THE UNITED STATES
OF AMERICA APPLICABLE TO TRADEMARKS AND THE LAWS OF THE STATE OF NEW YORK,
EXCEPT THAT NO DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY THE LAWS OF ANY
OTHER STATE OR JURISDICTION.
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, NEW YORK COUNTY,
OR IN