COLLATERAL IN ANY TRANSFEREE OR TRANSFEREES THEREOF,
INCLUDING, WITHOUT LIMITATION, VALID, RECORDABLE ASSIGNMENTS OF THE TRADEMARKS
OR FUTURE TRADEMARKS.
IN THE EVENT PLEDGOR FAILS OR REFUSES TO EXECUTE AND
DELIVER SUCH DOCUMENTS, PLEDGOR HEREBY IRREVOCABLY APPOINTS PLEDGEE AS ITS
ATTORNEY-IN-FACT, WITH POWER OF SUBSTITUTION, TO EXECUTE, DELIVER, AND RECORD
ANY SUCH DOCUMENTS ON PLEDGOR'S BEHALF AS PROVIDED IN THE FINANCING AGREEMENTS.
NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, PLEDGOR MAY SELL ANY MERCHANDISE OR SERVICES BEARING THE
TRADEMARKS AND FUTURE TRADEMARKS IN THE ORDINARY COURSE OF ITS BUSINESS AND IN A
MANNER CONSISTENT WITH ITS PAST PRACTICES, UNTIL IT RECEIVES WRITTEN NOTICE FROM
PLEDGEE TO THE CONTRARY.
THE PRECEDING SENTENCE SHALL NOT LIMIT ANY RIGHT OR
REMEDY GRANTED TO PLEDGEE WITH RESPECT TO PLEDGOR'S INVENTORY UNDER THE
FINANCING AGREEMENTS OR ANY OTHER AGREEMENT NOW OR HEREINAFTER IN EFFECT.
6.
CUMULATIVE REMEDIES.
THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE INTENDED TO BE IN ADDITION TO AND
NOT IN SUBSTITUTION OF THE RIGHTS AND REMEDIES PROVIDED BY THE FINANCING
AGREEMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION
THEREWITH.
7.
AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY NOT BE MODIFIED,
SUPPLEMENTED, OR AMENDED, OR ANY OF ITS PROVISIONS WAIVED EXCEPT IN A WRITING
SIGNED BY PLEDGOR AND PLEDGEE.
PLEDGOR HEREBY AUTHORIZES PLEDGEE TO MODIFY THIS
AGREEMENT BY AMENDING EXHIBIT A HERETO TO INCLUDE ANY FUTURE TRADEMARKS.
8.
WAIVER OF RIGHTS.
NO COURSE OF DEALING BETWEEN THE PARTIES TO
THIS AGREEMENT OR ANY FAILURE OR DELAY ON THE PART OF ANY SUCH PARTY IN
EXERCISING ANY RIGHTS OR REMEDIES HEREUNDER SHALL OPERATE AS A WAIVER OF ANY
RIGHTS AND REMEDIES OF SUCH PARTY OR ANY OTHER PARTY, AND NO SINGLE OR PARTIAL
EXERCISE OF ANY RIGHTS OR REMEDIES BY ONE PARTY HEREUNDER SHALL OPERATE AS A
WAIVER OR PRECLUDE THE EXERCISE OF ANY OTHER RIGHTS AND REMEDIES OF SUCH PARTY
OR ANY OTHER PARTY.
NO WAIVER BY PLEDGEE OF ANY BREACH OR DEFAULT BY PLEDGOR
SHALL BE DEEMED A WAIVER OF ANY OTHER PREVIOUS BREACH OR DEFAULT OR OF ANY
BREACH OR DEFAULT OCCURRING THEREAFTER.
9.
ASSIGNMENT.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE
PARTIES HERETO; PROVIDED, HOWEVER, THAT NO INTEREST HEREIN OR IN OR TO THE
COLLATERAL MAY BE ASSIGNED BY PLEDGOR WITHOUT THE PRIOR WRITTEN CONSENT OF
PLEDGEE; AND, PROVIDED FURTHER, THAT PLEDGEE MAY ASSIGN THE RIGHTS AND BENEFITS
HEREOF TO ANY PARTY ACQUIRING ANY INTEREST IN THE OBLIGATIONS OR ANY PART
THEREOF.
10.
FUTURE ACTS.
UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL,
PLEDGOR SHALL HAVE THE DUTY TO MAKE APPLICATIONS ON MATERIAL UNREGISTERED, BUT
REGISTRABLE AS TRADEMARKS, COLLATERAL OWNED BY PLEDGOR IN ANY LOCATION WHERE
PLEDGOR DOES BUSINESS, TO PROSECUTE SUCH APPLICATIONS DILIGENTLY, AND TO
PRESERVE AND MAINTAIN ALL RIGHTS IN THE MATERIAL TRADEMARKS AND