ANY PAYMENTS DUE TO PLEDGORS IN RESPECT OF THE COLLATERAL
AND MAY SELL, LICENSE, LEASE, ASSIGN, OR OTHERWISE DISPOSE OF THE COLLATERAL IN
THE MANNER SET FORTH IN THE FINANCING AGREEMENTS.
EACH PLEDGOR AGREES THAT, IN
THE EVENT OF ANY DISPOSITION OF THE COLLATERAL UPON AND DURING THE CONTINUANCE
OF ANY SUCH EVENT OF DEFAULT, IT WILL DULY EXECUTE, ACKNOWLEDGE, AND DELIVER ALL
DOCUMENTS NECESSARY OR ADVISABLE TO RECORD TITLE TO THE COLLATERAL IN ANY
TRANSFEREE OR TRANSFEREES THEREOF, INCLUDING, WITHOUT LIMITATION, VALID,
RECORDABLE ASSIGNMENTS OF THE TRADEMARKS OR FUTURE TRADEMARKS.
IN THE EVENT
PLEDGORS FAIL OR REFUSE TO EXECUTE AND DELIVER SUCH DOCUMENTS, EACH PLEDGOR
HEREBY IRREVOCABLY APPOINTS PLEDGEE AS ITS ATTORNEY-IN-FACT, WITH POWER OF
SUBSTITUTION, TO EXECUTE, DELIVER, AND RECORD ANY SUCH DOCUMENTS ON EACH
PLEDGOR'S BEHALF AS PROVIDED IN THE FINANCING AGREEMENTS.
NOTWITHSTANDING ANY
PROVISION HEREOF TO THE CONTRARY, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
PLEDGORS 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 EACH 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 PLEDGORS AND PLEDGEE.
PLEDGORS HEREBY AUTHORIZE 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 PLEDGORS
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 PLEDGORS WITHOUT THE PRIOR WRITTEN
4
CONSENT OF PLEDGEE; AND, PROVIDED FURTHER,