continued extension of credit, as aforesaid, by
Pledgee is necessary and desirable to the conduct and operation of the business
of Pledgor and Pledgor and will inure to the personal and financial benefit of
the Pledgor;
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Pledgor agrees as follows:
1.
INCORPORATION OF LOAN DOCUMENTS.
THE LOAN DOCUMENTS AND THE TERMS AND
PROVISIONS THEREOF ARE HEREBY INCORPORATED HEREIN IN THEIR ENTIRETY BY THIS
REFERENCE THERETO. ALL TERMS CAPITALIZED BUT NOT OTHERWISE DEFINED HEREIN SHALL
HAVE THE SAME MEANINGS HEREIN AS IN THE CREDIT AGREEMENT.
FOR PURPOSES OF THIS
AGREEMENT, "EVENT OF DEFAULT" SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM IN
THE CREDIT AGREEMENT AND SHALL INCLUDE PLEDGOR'S BREACH OF ANY MATERIAL TERM
UNDER THIS SECURITY AGREEMENT.
2.
GRANT AND REAFFIRMATION OF GRANT OF SECURITY INTERESTS.
TO SECURE THE COMPLETE
AND TIMELY PAYMENT AND SATISFACTION OF THE PLEDGOR'S OBLIGATIONS, AS DEFINED IN
THE CREDIT AGREEMENT, TO THE PLEDGEE, AND ALL OBLIGATIONS OF THE PLEDGOR NOW OR
HEREAFTER EXISTING UNDER THE SUBSIDIARY GUARANTY AND THIS AGREEMENT, PLEDGOR
HEREBY GRANTS TO PLEDGEE A CONTINUING SECURITY INTEREST IN PLEDGOR'S ENTIRE
RIGHT, TITLE AND INTEREST IN AND TO ALL OF ITS NOW OWNED OR EXISTING AND
HEREAFTER ACQUIRED OR ARISING TRADEMARKS, TRADE NAMES, CORPORATE NAMES, COMPANY
NAMES, BUSINESS NAMES, FICTITIOUS BUSINESS NAMES, TRADE STYLES, SERVICE MARKS,
LOGOS, OTHER BUSINESS IDENTIFIERS, PRINTS AND LABELS ON WHICH ANY OF THE
FOREGOING HAVE APPEARED OR APPEAR, ALL REGISTRATIONS AND RECORDINGS THEREOF, AND
ALL APPLICATIONS (OTHER THAN "INTENT TO USE" APPLICATIONS UNTIL A VERIFIED
STATEMENT OF USE IS FILED WITH RESPECT TO SUCH APPLICATIONS) IN CONNECTION
THEREWITH, INCLUDING, WITHOUT LIMITATION, THE TRADEMARKS AND APPLICATIONS LISTED
ON SCHEDULE A ATTACHED HERETO AND MADE A PART HEREOF AND THE TRADEMARKS, AND
RENEWALS THEREOF, AND ALL INCOME, ROYALTIES, DAMAGES AND PAYMENTS NOW OR
HEREAFTER DUE AND/OR PAYABLE UNDER OR WITH RESPECT TO ANY OF THE FOREGOING,
INCLUDING, WITHOUT LIMITATION, DAMAGES AND PAYMENTS FOR PAST, PRESENT AND FUTURE
INFRINGEMENTS OF ANY
2
OF THE FOREGOING AND THE RIGHT TO SUE FOR PAST, PRESENT AND FUTURE INFRINGEMENTS
OF ANY OF THE FOREGOING (ALL OF THE FOREGOING ARE SOMETIMES HEREINAFTER
INDIVIDUALLY AND/OR COLLECTIVELY REFERRED TO AS THE "TRADEMARKS"); ALL RIGHTS
CORRESPONDING TO ANY OF THE FOREGOING THROUGHOUT THE WORLD AND THE GOODWILL OF
THE PLEDGOR'S BUSINESS CONNECTED WITH THE USE OF AND SYMBOLIZED BY THE
TRADEMARKS.
3.
WARRANTIES AND REPRESENTATIONS.
PLEDGOR WARRANTS AND REPRESENTS TO PLEDGEE
THAT:
(i)
no Trademark has been adjudged invalid
or unenforceable by a court of competent jurisdiction nor has any such Trademark
been cancelled, in whole or in part and each such Trademark is presently
subsisting;
(ii)
Pledgor is the sole and exclusive owner of
the entire and unencumbered right, title and interest in and to each Trademark,
free and clear of any liens, charges and encumbrances, including without
limitation, shop rights and covenants by Pledgor not to sue third persons;
(iii)
Pledgor