THE OTHER LOAN DOCUMENTS AS TO
ANY FUTURE LIABILITY OR OBLIGATION OF THE LENDER, BUT WITHOUT AFFECTING ANY OF
THE LENDER'S LIENS IN THE COLLATERAL AND WITHOUT AFFECTING THE OBLIGATIONS;
(D)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS
FOR AMOUNTS AND UPON TERMS WHICH LENDER CONSIDERS ADVISABLE, AND IN SUCH CASES,
LENDER WILL CREDIT THE LOAN ACCOUNT WITH ONLY THE NET AMOUNTS RECEIVED BY LENDER
IN PAYMENT OF SUCH DISPUTED ACCOUNTS AFTER DEDUCTING ALL LENDER EXPENSES
INCURRED OR EXPENDED IN CONNECTION THEREWITH;
(E)
CAUSE BORROWER TO HOLD ALL RETURNED INVENTORY IN TRUST FOR THE
LENDER, SEGREGATE ALL RETURNED INVENTORY FROM ALL OTHER ASSETS OF BORROWER OR IN
BORROWERS POSSESSION AND CONSPICUOUSLY LABEL SAID RETURNED INVENTORY AS THE
PROPERTY OF THE LENDER;
(F)
WITHOUT NOTICE TO OR DEMAND UPON BORROWER, MAKE SUCH PAYMENTS AND
DO SUCH ACTS AS LENDER CONSIDERS NECESSARY OR REASONABLE TO PROTECT ITS SECURITY
INTERESTS IN THE COLLATERAL.
BORROWER AGREES TO ASSEMBLE THE PERSONAL PROPERTY
COLLATERAL IF LENDER SO REQUIRES, AND TO MAKE THE PERSONAL PROPERTY COLLATERAL
AVAILABLE TO LENDER AT A PLACE THAT LENDER MAY DESIGNATE WHICH IS REASONABLY
CONVENIENT TO BOTH PARTIES.
BORROWER AUTHORIZES LENDER TO ENTER THE PREMISES
WHERE THE PERSONAL PROPERTY COLLATERAL IS LOCATED, TO TAKE AND MAINTAIN
POSSESSION OF THE PERSONAL PROPERTY COLLATERAL, OR ANY PART OF IT, AND TO PAY,
PURCHASE, CONTEST, OR COMPROMISE ANY LIEN THAT IN LENDER'S DETERMINATION APPEARS
TO CONFLICT WITH THE LENDER'S LIENS AND TO PAY ALL EXPENSES INCURRED IN
CONNECTION THEREWITH AND TO CHARGE BORROWERS LOAN ACCOUNT THEREFOR.
WITH
RESPECT BORROWER'S OWNED OR LEASED PREMISES, BORROWER HEREBY GRANTS LENDER A
LICENSE TO ENTER INTO POSSESSION OF SUCH PREMISES AND TO OCCUPY THE SAME,
WITHOUT CHARGE, IN ORDER TO EXERCISE ANY OF THE LENDER'S RIGHTS OR REMEDIES
PROVIDED HEREIN, AT LAW, IN EQUITY, OR OTHERWISE;
(G)
WITHOUT NOTICE TO BORROWER (SUCH NOTICE BEING EXPRESSLY WAIVED),
AND WITHOUT CONSTITUTING A RETENTION OF ANY COLLATERAL IN SATISFACTION OF AN
OBLIGATION (WITHIN THE MEANING OF THE CODE), SET OFF AND APPLY TO THE
OBLIGATIONS ANY AND ALL (I) BALANCES AND DEPOSITS OF BORROWER HELD BY THE LENDER
(INCLUDING ANY AMOUNTS RECEIVED IN THE CASH MANAGEMENT ACCOUNTS), OR
(II) INDEBTEDNESS AT ANY TIME OWING TO OR FOR THE CREDIT OR THE ACCOUNT OF
BORROWER HELD BY THE LENDER;
(H)
HOLD, AS CASH COLLATERAL, ANY AND ALL BALANCES AND DEPOSITS OF
BORROWER HELD BY THE LENDER, AND ANY AMOUNTS RECEIVED IN THE CASH MANAGEMENT
ACCOUNTS, TO SECURE THE FULL AND FINAL REPAYMENT OF ALL OF THE OBLIGATIONS;
(I)
NOTIFY ANY SECURITIES INTERMEDIARY TO LIQUIDATE THE APPLICABLE
SECURITIES ACCOUNT OR ANY RELATED INVESTMENT PROPERTY MAINTAINED OR HELD THEREBY
AND REMIT THE PROCEEDS THEREOF TO THE CONCENTRATION ACCOUNT;
(J)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL (IN THE MANNER PROVIDED FOR HEREIN) THE
PERSONAL PROPERTY COLLATERAL.
-61-
Borrower hereby grants to Lender a license or other right to use, without
charge, such Borrower's labels, patents, copyrights, trade secrets, trade names,
trademarks, service marks,