TRADEMARK SECURITY AGREEMENT
(Trademarks, Trademark Registrations, Trademark
Applications and Trademark Licenses)
WHEREAS, SYBRON CHEMICALS INC., a Delaware corporation (herein
referred to as the "Lien Grantor") owns, or in the case of licenses, is a
party to, the Trademark Collateral (as defined below);
WHEREAS, pursuant to the terms of the Security Agreement date
as of July 31, 1998 (as such agreement may be amended from time to time, the
"Security Agreement") among Sybron Chemicals Inc., the Subsidiary Guarantors
party thereto and Mellon Bank, N.A., as Administrative Agent for the Secured
Parties referred to therein (in such capacity, together with its successors in
such capacity, the "Grantee"), the Lien Grantor has granted to the Grantee for
the benefit of such Secured Parties a continuing security interest in or other
Lien on substantially all the personal property (except certain excluded
property) of the Lien Grantor, including all right, title and interest of Lien
Grantor in, to and under the Trademark Collateral (as defined below), whether
now owned or existing or hereafter acquired or arising, to secure the Secured
Obligations (as defined in the Security Agreement) of the Lien Grantor;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Lien Grantor
does hereby grant to the Grantee, to secure the Secured Obligations of the
Lien Grantor, a continuing security interest in all of the Lien Grantor's
right, title and interest in, to and under the following (all of the
following items or types of property being herein collectively referred to
as the "Trademark Collateral"), whether now owned or existing or hereafter
acquired or arising:
(i) each Trademark (as defined in the Security Agreement)
owned by Lien Grantor, including, without limitation, each Trademark
registration and application referred to in Schedule 1 hereto, and all of the
goodwill of the business connected with the use of, or symbolized by, each
Trademark;
(ii) each Trademark License (as defined in the Security
Agreement) to which the Lien Grantor is a party, including, without
limitation, each Trademark License identified in Schedule 1 hereto, and all
of the goodwill of the business connected with the use of, or symbolized by,
each Trademark licensed pursuant thereto; and
(iii) all proceeds of and revenues from the foregoing,
including, without limitation, all proceeds of and revenues from any claim
by the Lien Grantor against third parties for past, present or future
unfair competition with, or violation of intellectual property rights in
connection with or injury to, or infringement or dilution of, any Trademark
owned by the Lien Grantor, including, without limitation, any Trademark
referred to in Schedule 1 hereto, and all rights and benefits of the Lien
Grantor under any Trademark License, including, without limitation, any
Trademark License identified in Schedule 1 hereto, or for injury to the
goodwill associated with any of the foregoing.
The Lien Grantor hereby irrevocably constitutes and appoints
the Grantee and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full power and
authority in the name of the Lien Grantor or in its name, from time to
time, in the Grantee's discretion, so long as any Event of Default shall
have occurred and be continuing, to take with respect to the Trademark
Collateral any and all appropriate action which the Lien Grantor might take
with respect to the Trademark Collateral and to execute any and all
documents and instruments which may be necessary or desirable to carry out
the terms of this Trademark Security Agreement and to accomplish the
purposes hereof.
Except to the extent permitted in the Security Agreement or
the Credit Agreement, the Lien Grantor agrees not to sell, license,
exchange, assign or otherwise transfer or dispose of, or grant any rights
with respect to, or mortgage or otherwise encumber, any of the foregoing
Trademark Collateral.
The foregoing security interest is granted in conjunction
with the security interests granted by the Lien Grantor to the Grantee
pursuant to the Security Agreement. The Lien Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Grantee with
respect to the security interest in the Trademark Collateral granted hereby
are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set
forth herein.
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IN WITNESS WHEREOF, the Lien Grantor has caused this
Trademark Security Agreement to be duly executed by its officer thereunto
duly authorized as of the 31st day of July, 1998.
SYBRON CHEMICALS INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Acknowledged:
MELLON BANK, N.A.
as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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STATE OF _____________)
) ss.:
COUNTY OF ___________ )
I, ______________________, a Notary Public in and for said County, in
the State aforesaid, DO HEREBY CERTIFY, that _________________________,
_______________ of SYBRON CHEMICALS INC. (the "Company"), personally known to
me to be the same person whose name is subscribed to the foregoing instrument
as such _________________, appeared before me this day in person and
acknowledged that (s)he signed, executed and delivered the said instrument as
her/his own free and voluntary act and as the free and voluntary act of said
Company, for the uses and purposes therein set forth being duly authorized so
to do.
GIVEN under my hand and Notarial Seal this ____ day of July, 1998.
[Seal]
--------------------------------
Signature of notary public
My Commission expires __________
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