TRADEMARK SECURITY AGREEMENT
(Trademarks, Trademark Registrations, Trademark
Applications and Trademark Licenses)
WHEREAS, RUCO POLYMER CORPORATION, a New York 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
dated 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.
RUCO POLYMER CORPORATION
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 RUCO POLYMER CORPORATION (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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