irrevocable license to use, apply, and affix any
trademark, tradename, logo, or the like in which the Borrowers now or hereafter
has rights, such license being with respect to the Lender's exercise of the
rights hereunder including, without limitation, in connection with any
completion of the manufacture of Inventory or sale or other disposition of
Inventory.
11-5.
ASSEMBLY OF COLLATERAL.
THE LENDER MAY REQUIRE THE BORROWERS TO
ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO THE LENDER AT THE BORROWERS'
SOLE RISK AND EXPENSE AT A PLACE OR PLACES WHICH ARE REASONABLY CONVENIENT TO
BOTH THE LENDER AND BORROWERS.
11-6.
RIGHTS AND REMEDIES.
THE RIGHTS, REMEDIES, POWERS, PRIVILEGES, AND
DISCRETIONS OF THE LENDER HEREUNDER (HEREIN, THE "LENDER'S RIGHTS AND REMEDIES")
SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH IT WOULD
OTHERWISE HAVE. NO DELAY OR OMISSION BY THE LENDER IN EXERCISING OR ENFORCING
ANY OF THE LENDER'S RIGHTS AND REMEDIES SHALL OPERATE AS, OR CONSTITUTE, A
WAIVER THEREOF. NO WAIVER BY THE LENDER OF ANY EVENT OF DEFAULT OR OF ANY
DEFAULT UNDER ANY OTHER AGREEMENT SHALL OPERATE AS A WAIVER OF ANY OTHER DEFAULT
HEREUNDER OR UNDER ANY OTHER AGREEMENT. NO SINGLE OR PARTIAL EXERCISE OF ANY OF
THE LENDER'S RIGHTS OR REMEDIES, AND NO EXPRESS OR IMPLIED AGREEMENT OR
TRANSACTION OF WHATEVER NATURE ENTERED INTO BETWEEN THE LENDER AND ANY PERSON,
AT ANY TIME, SHALL PRECLUDE THE OTHER OR FURTHER EXERCISE OF THE LENDER'S RIGHTS
AND REMEDIES. NO WAIVER BY THE LENDER OF ANY OF THE LENDER'S RIGHTS AND REMEDIES
ON ANYONE OCCASION SHALL BE DEEMED A WAIVER ON ANY SUBSEQUENT OCCASION, NOR
SHALL IT BE DEEMED A CONTINUING WAIVER. ALL OF THE LENDER'S RIGHTS AND REMEDIES
AND ALL OF THE LENDER'S RIGHTS, REMEDIES, POWERS, PRIVILEGES, AND DISCRETIONS
UNDER ANY OTHER AGREEMENT OR TRANSACTION ARE CUMULATIVE, AND NOT ALTERNATIVE OR
EXCLUSIVE, AND MAY BE EXERCISED BY THE LENDER AT SUCH TIME OR TIMES AND IN SUCH
ORDER OF PREFERENCE AS THE LENDER IN ITS SOLE DISCRETION MAY DETERMINE. THE
LENDER'S RIGHTS AND REMEDIES MAY BE EXERCISED WITHOUT RESORT OR REGARD TO ANY
OTHER SOURCE OF SATISFACTION OF THE LIABILITIES.
11-7.
SALES ON CREDIT.
IF THE LENDER SELLS ANY OF THE COLLATERAL ON
CREDIT, THE BORROWERS WILL BE CREDITED ONLY WITH PAYMENTS ACTUALLY MADE BY THE
PURCHASER OF SUCH COLLATERAL AND RECEIVED BY THE LENDER.
IF THE PURCHASER FAILS
TO PAY FOR THE COLLATERAL, THE LENDER MAY RE-SELL THE COLLATERAL AND THE
BORROWERS SHALL BE CREDITED WITH THE PROCEEDS OF THE SALE.
11-8.
STANDARDS FOR EXERCISING REMEDIES.
TO THE EXTENT THAT APPLICABLE
LAW IMPOSES DUTIES ON LENDER TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE
MANNER, BORROWER ACKNOWLEDGES AND AGREES THAT IT IS NOT COMMERCIALLY
UNREASONABLE FOR LENDER (A) TO FAIL TO INCUR EXPENSES REASONABLY DEEMED
SIGNIFICANT BY LENDER TO PREPARE COLLATERAL FOR DISPOSITION OR OTHERWISE TO
COMPLETE RAW MATERIAL OR WORK IN PROCESS INTO FINISHED GOODS OR OTHER FINISHED
PRODUCTS FOR DISPOSITION, (B) TO FAIL TO OBTAIN THIRD PARTY CONSENTS FOR ACCESS
TO COLLATERAL TO