REMAIN OUTSTANDING, OR, IF EARLIER, UNTIL COLLATERAL AGENT SHALL HAVE RELEASED
OR TERMINATED, IN WHOLE BUT NOT IN PART, ITS INTEREST IN THE TRADEMARK
COLLATERAL, IF AND WHEN DEBTOR SHALL OBTAIN RIGHTS TO ANY NEW TRADEMARKS, OR ANY
REISSUE, RENEWAL OR EXTENSION OF ANY TRADEMARKS, THE PROVISIONS OF SECTION 2
SHALL AUTOMATICALLY APPLY THERETO AND, IF SUCH NEW TRADEMARKS WOULD HAVE BEEN
REQUIRED TO BE LISTED ON SCHEDULE A AS OF THE DATE OF FORMATION OF THIS
AGREEMENT, DEBTOR SHALL GIVE TO COLLATERAL AGENT PROMPT NOTICE THEREOF.
DEBTOR
SHALL DO ALL THINGS REASONABLY DEEMED NECESSARY BY COLLATERAL AGENT IN THE
EXERCISE OF ITS REASONABLE DISCRETION TO ENSURE THE VALIDITY, PERFECTION,
PRIORITY AND ENFORCEABILITY OF THE SECURITY INTERESTS OF COLLATERAL AGENT IN
SUCH FUTURE ACQUIRED TRADEMARK COLLATERAL.
IF DEBTOR REFUSES TO EXECUTE AND
DELIVER, OR FAILS TIMELY TO EXECUTE AND DELIVER, ANY OF THE DOCUMENTS IT IS
REASONABLY
7
REQUESTED TO EXECUTE AND DELIVER BY COLLATERAL AGENT IN CONNECTION HEREWITH,
DEBTOR HEREBY AUTHORIZES COLLATERAL AGENT TO MODIFY, AMEND OR SUPPLEMENT THE
SCHEDULES HERETO AND TO RE-EXECUTE THIS AGREEMENT FROM TIME TO TIME ON DEBTOR'S
BEHALF AND AS ITS ATTORNEY-IN-FACT TO INCLUDE ANY FUTURE TRADEMARKS WHICH ARE OR
BECOME TRADEMARK COLLATERAL AND TO CAUSE SUCH RE-EXECUTED AGREEMENT OR SUCH
MODIFIED, AMENDED OR SUPPLEMENTED SCHEDULES TO BE FILED WITH THE PTO.
7.
DUTIES OF COLLATERAL AGENT AND THE LENDER GROUP.
NOTWITHSTANDING ANY
PROVISION CONTAINED IN THIS AGREEMENT, NEITHER COLLATERAL AGENT NOR ANY MEMBER
OF THE LENDER GROUP SHALL HAVE ANY DUTY TO EXERCISE ANY OF THE RIGHTS,
PRIVILEGES OR POWERS AFFORDED TO IT AND SHALL NOT BE RESPONSIBLE TO DEBTOR OR
ANY OTHER PERSON FOR ANY FAILURE TO DO SO OR DELAY IN DOING SO.
EXCEPT FOR THE
ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY COLLATERAL AGENT OR ANY OTHER MEMBER
OF THE LENDER GROUP HEREUNDER OR IN CONNECTION HEREWITH, NEITHER COLLATERAL
AGENT NOR ANY MEMBER OF THE LENDER GROUP SHALL HAVE ANY DUTY OR LIABILITY TO
EXERCISE OR PRESERVE ANY RIGHTS, PRIVILEGES OR POWERS PERTAINING TO THE
TRADEMARK COLLATERAL.
8.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY "EVENT OF DEFAULT" UNDER THE
FINANCING AGREEMENT SHALL CONSTITUTE AN EVENT OF DEFAULT HEREUNDER.
9.
REMEDIES.
FROM AND AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF
AN EVENT OF DEFAULT, COLLATERAL AGENT SHALL HAVE ALL RIGHTS AND REMEDIES
AVAILABLE TO IT UNDER THE FINANCING AGREEMENT AND APPLICABLE LAW (WHICH RIGHTS
AND REMEDIES ARE CUMULATIVE) WITH RESPECT TO THE SECURITY INTERESTS IN ANY OF
THE TRADEMARK COLLATERAL.
DEBTOR HEREBY AGREES THAT SUCH RIGHTS AND REMEDIES
INCLUDE THE RIGHT OF COLLATERAL AGENT AS A SECURED PARTY TO SELL OR OTHERWISE
DISPOSE OF THE TRADEMARK COLLATERAL AFTER DEFAULT, PURSUANT TO THE UCC.
DEBTOR
HEREBY AGREES THAT COLLATERAL AGENT SHALL AT ALL TIMES HAVE SUCH ROYALTY-FREE
LICENSES, TO THE EXTENT PERMITTED BY LAW AND THE LOAN DOCUMENTS, FOR ANY
TRADEMARK COLLATERAL THAT IS REASONABLY NECESSARY TO PERMIT THE EXERCISE OF ANY
OF COLLATERAL AGENT'S RIGHTS OR REMEDIES UPON OR AFTER THE OCCURRENCE OF (AND
DURING THE CONTINUANCE OF) AN