REGISTRATIONS,
TRADEMARK APPLICATIONS AND TRADE NAMES IN WHICH PLEDGORS HAVE 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 PLEDGORS 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 THE PLEDGEE HAS TAKEN THE OTHER
ACTIONS CONTEMPLATED IN THIS AGREEMENT AND BY THE FINANCING AGREEMENTS, IF, AND
TO THE EXTENT THAT A SECURITY INTEREST MAY BE PERFECTED IN SUCH COLLATERAL UNDER
APPLICABLE LAW THIS AGREEMENT WILL CREATE A LEGAL AND VALID PERFECTED AND
CONTINUING LIEN ON AND SECURITY INTEREST IN THE COLLATERAL IN FAVOR OF PLEDGEE
(EXCEPT FOR ANY NON-U.S. TRADEMARKS), ENFORCEABLE AGAINST PLEDGORS AND ALL THIRD
PARTIES, SUBJECT TO NO OTHER PRIOR MORTGAGE, LIEN, CHARGE, ENCUMBRANCE, OR
SECURITY OR OTHER INTEREST.
3.
COVENANTS.
EACH PLEDGOR WILL MAINTAIN THE COLLATERAL, DEFEND THE
COLLATERAL AGAINST THE CLAIMS OF ALL PERSONS, AND WILL MAINTAIN AND RENEW ALL
REGISTRATIONS OF THE COLLATERAL; NOTWITHSTANDING THE FOREGOING, PLEDGORS WILL
NOT BE REQUIRED TO MAINTAIN, RENEW OR DEFEND ANY COLLATERAL WHICH, IN PLEDGORS'
REASONABLE JUDGMENT, NO LONGER HAS ANY MATERIAL ECONOMIC VALUE.
PLEDGORS WILL
MAINTAIN AT LEAST THE SAME STANDARDS OF QUALITY (WHICH PLEDGEE HAS REVIEWED) FOR
THE GOODS AND SERVICES IN CONNECTION WITH WHICH THE TRADEMARKS ARE USED AS
PLEDGORS MAINTAINED FOR SUCH GOODS AND SERVICES PRIOR TO ENTERING INTO THIS
AGREEMENT.
PLEDGEE SHALL HAVE THE RIGHT TO ENTER UPON PLEDGORS' PREMISES AS
PROVIDED IN THE FINANCING AGREEMENTS TO MONITOR SUCH QUALITY STANDARDS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AND SO LONG AS ANY TRADEMARK OR FUTURE
TRADEMARK, IN PLEDGORS' REASONABLE JUDGMENT, HAS MATERIAL ECONOMIC VALUE,
PLEDGORS SHALL NOT PERMIT THE EXPIRATION, TERMINATION OR ABANDONMENT OF SUCH
TRADEMARK OR FUTURE TRADEMARK WITHOUT THE PRIOR WRITTEN CONSENT OF PLEDGEE.
IF,
BEFORE THE OBLIGATIONS HAVE BEEN SATISFIED IN FULL AND THE FINANCING AGREEMENTS
HAVE BEEN TERMINATED, PLEDGORS SHALL BE LICENSED TO USE ANY NEW TRADEMARK, OR
BECOME ENTITLED TO THE BENEFIT OF ANY TRADEMARK APPLICATION OR TRADEMARK
REGISTRATION, THE PROVISIONS OF SECTION 1 HEREOF SHALL AUTOMATICALLY APPLY
THERETO AND PLEDGORS SHALL GIVE PLEDGEE PROMPT NOTICE THEREOF IN WRITING.
4.
USE PRIOR TO DEFAULT.
EFFECTIVE UNTIL PLEDGEE'S EXERCISE OF ITS
RIGHTS AND REMEDIES UPON AN EVENT OF DEFAULT UNDER AND AS DEFINED IN THE
FINANCING AGREEMENTS (AN "EVENT OF
3
DEFAULT"), PLEDGORS SHALL BE ENTITLED TO USE THE COLLATERAL IN THE ORDINARY
COURSE OF ITS BUSINESS, SUBJECT TO THE TERMS AND COVENANTS OF THE FINANCING
AGREEMENTS AND THIS AGREEMENT.
5.
REMEDIES UPON DEFAULT.
WHENEVER ANY EVENT OF DEFAULT SHALL OCCUR
AND BE CONTINUING, PLEDGEE SHALL HAVE ALL THE RIGHTS AND REMEDIES GRANTED TO IT
IN SUCH EVENT BY THE FINANCING AGREEMENTS, WHICH RIGHTS AND REMEDIES ARE
SPECIFICALLY INCORPORATED HEREIN BY REFERENCE AND MADE A PART HEREOF, AND ANY
AND ALL RIGHTS AND REMEDIES OF LAW AVAILABLE TO PLEDGEE.
PLEDGEE IN SUCH EVENT
MAY COLLECT DIRECTLY