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Trademark Security Agreement

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Sectors: Materials and Construction
Governing Law: Illinois, View Illinois State Laws
Effective Date: November 27, 1996
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TRADEMARK SECURITY AGREEMENT


THIS TRADEMARK SECURITY AGREEMENT ("AGREEMENT") made as of November 27, 1996, is executed by and between FRICTION PRODUCTS CO., an Ohio corporation (the "GRANTOR"), and BT COMMERCIAL CORPORATION, a Delaware corporation, acting in its capacity as agent (in such capacity, "AGENT") for itself and each of the other "Lenders" (as such term is defined in the Credit Agreement referred to below).


W I T N E S S E T H:


WHEREAS, pursuant to that certain Credit Agreement of even date herewith (such Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "CREDIT AGREEMENT"), among the Grantor and certain affiliates of the Grantor (the Grantor and each of such affiliates being hereinafter referred to collectively as the "BORROWERS"), Agent, Lenders and Hawk Corporation, a Delaware corporation, in its capacity as borrowing agent for the Borrowers thereunder, Lenders have severally agreed to make certain loans and other extensions of credit to or for the account of the Borrowers upon the terms and subject to the conditions set forth therein;


WHEREAS, Grantor and Agent are parties to that certain General Security Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT"), pursuant to which Grantor has granted a security interest in certain of its assets to Agent for its benefit and the ratable benefit of Lenders; and


WHEREAS, Lenders have required, as a condition, among others, to the making of any loans or other extensions of credit under the Credit Agreement, that Grantor execute and deliver this Agreement to Agent for its benefit and for the ratable benefit of Lenders;


NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. DEFINED TERMS.


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(a) Unless otherwise defined herein, each capitalized term used herein that is defined in the Credit Agreement shall have the meaning specified for such term in the Credit Agreement. Unless otherwise defined herein or in the Credit Agreement, each capitalized term used herein that is defined in the Security Agreement shall have the meaning specified for such term in the Security Agreement.


(b) The words "hereof," "herein" and "hereunder" and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified.


(c) All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural, and VICE VERSA, unless otherwise specified.


2. INCORPORATION OF PREMISES. The premises set forth above are incorporated into this Agreement by this reference thereto and are made a part hereof.


3. INCORPORATION OF THE SECURITY AGREEMENT. The Credit Agreement and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto.


4. SECURITY INTEREST IN TRADEMARKS. To secure the prompt and complete payment, performance and observance of all Obligations, Grantor hereby grants to Agent for its benefit and the ratable benefit of Lenders a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising:


(a) trademarks, registered trademarks, trademark applications,
service marks, registered service marks and service mark applications,
including, without limitation, the trademarks, registered trademarks,
trademark applications, service marks, registered service marks and
service mark applications listed on SCHEDULE A attached hereto and made
a part hereof, and (i) all renewals thereof, (ii) all income,
royalties, damages and payments now and hereafter due and/or payable
under and with respect thereto, including, without


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limitation, payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements or
dilutions thereof, (iii) the right to sue for past, present and future
infringements and dilutions thereof, (iv) the goodwill of Grantor's
business symbolized by the foregoing and connected therewith, and (v)
all of Grantor's rights corresponding thereto throughout the world (all
of the foregoing trademarks, registered trademarks and trademark
applications, and service marks, registered service marks and service
mark applications, together with the items described in CLAUSES (i)-(v)
in this PARAGRAPH 4(a), are sometimes hereinafter individually and/or
collectively referred to as the "TRADEMARKS"); and


(b) rights under or interests in any trademark license
agreements or service mark license agreements with any other party,
whether Grantor is a licensee or licensor under any such license
agreement, including, without limitation, those trademark license
agreements and service mark license agreements listed on SCHEDULE B
attached hereto and made a part hereof, together with any goodwill
connected with and symbolized by any such trademark license agreements
or service mark license agreements, and the right to prepare for sale
and sell any and all Inventory now or hereafter owned by Grantor and
now or hereafter covered by such licenses (all of the foregoing are
hereinafter referred to collectively as the "LICENSES").


5. RESTRICTIONS ON FUTURE AGREEMENTS. Grantor will not, without Agent's prior written consent, enter into any agreement, including, without limitation, any license agreement, which is inconsistent with this Agreement, and Grantor further agrees that it will not take any action, and will use its best efforts not to permit any action to be taken by others, including, without limitation, licensees, or fail to take any action, which would in any material respect affect the validity or enforcement of the rights transferred to Agent under this Agreement.


6. NEW TRADEMARKS AND LICENSES. Grantor represents and warrants that, from and after the Closing Date, (a) the Trademarks listed on SCHEDULE A include all of the trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark applications now owned or held by Grantor, (b) the Licenses listed on SCHEDULE B include all of the trademark license agreements and service mark license agreements


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under which Grantor is the licensee or licensor and (c) other than Permitted Liens, no liens, claims or security interests in such Trademarks and Licenses have been granted by Grantor to any Person other than Agent. If, prior to the termination of this Agreement, Grantor shall (i) obtain rights to any new trademarks, registered trademarks, trademark applications, service marks, registered service marks or service mark applications, (ii) become entitled to the benefit of any trademarks, registered trademarks, trademark applications, trademark licenses, trademark license renewals, service marks, registered service marks, service mark applications, service mark licenses or service mark license renewals whether as licensee or licensor, or (iii) enter into any new trademark license agreement or service mark license agreement, the provisions of PARAGRAPH 4 above shall automatically apply thereto. Grantor shall give to Agent written notice of events described in CLAUSES (i), (ii) and (iii) of the preceding sentence promptly after the occurrence thereof, but in any event not less frequently than on a quarterly basis. Grantor hereby undertakes to modify and update (i) by amending SCHEDULE A to include any future trademarks, registered trademarks, trademark applications, service marks, registered service marks and service mark applications and (ii) SCHEDULE B to include any future trademark license agreements and service mark license agreements, which are Trademarks or Licenses
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