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 PLEDGOR AND ALL THIRD
PARTIES, SUBJECT TO NO OTHER PRIOR MORTGAGE, LIEN, CHARGE, ENCUMBRANCE, OR
SECURITY OR OTHER INTEREST.
3.
COVENANTS.
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, PLEDGOR WILL NOT
BE REQUIRED TO MAINTAIN, RENEW OR DEFEND ANY COLLATERAL WHICH, IN PLEDGOR'S
REASONABLE JUDGMENT, NO LONGER HAS ANY MATERIAL ECONOMIC VALUE.
PLEDGOR 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
PLEDGOR MAINTAINED FOR SUCH GOODS AND SERVICES PRIOR TO ENTERING INTO THIS
AGREEMENT.
PLEDGEE SHALL HAVE THE RIGHT TO ENTER UPON PLEDGOR'S 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 PLEDGOR'S REASONABLE JUDGMENT, HAS MATERIAL ECONOMIC VALUE,
PLEDGOR 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, PLEDGOR 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 PLEDGOR 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 DEFAULT"), PLEDGOR 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
3
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 ANY PAYMENTS
DUE TO PLEDGOR IN RESPECT OF THE COLLATERAL AND MAY SELL, LICENSE, LEASE,
ASSIGN, OR OTHERWISE DISPOSE OF THE COLLATERAL IN THE MANNER SET FORTH IN THE
FINANCING AGREEMENTS.
PLEDGOR AGREES THAT, IN THE EVENT OF ANY DISPOSITION OF
THE COLLATERAL UPON AND DURING THE CONTINUANCE OF ANY SUCH EVENT OF DEFAULT, IT
WILL DULY EXECUTE, ACKNOWLEDGE, AND DELIVER ALL DOCUMENTS NECESSARY OR ADVISABLE
TO RECORD TITLE TO THE