MAY FORTHWITH SELL, LEASE, LICENSE, ASSIGN, GIVE AN OPTION OR
OPTIONS TO PURCHASE, OR OTHERWISE DISPOSE OF AND DELIVER SAID COLLATERAL (OR
CONTRACT TO DO SO), OR ANY PART THEREOF, IN ONE OR MORE PARCELS AT A PUBLIC OR
PRIVATE SALE OR SALES, AT ANY EXCHANGE AT SUCH PRICES AS IT MAY DEEM ACCEPTABLE,
FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT
RISK.
TO FACILITATE THE FOREGOING, AGENT SHALL HAVE THE RIGHT TO TAKE
POSSESSION OF GRANTOR'S ORIGINAL BOOKS AND RECORDS, TO OBTAIN ACCESS TO
GRANTOR'S DATA PROCESSING EQUIPMENT, COMPUTER HARDWARE AND SOFTWARE AND TO USE
ALL OF THE FOREGOING AND THE INFORMATION CONTAINED THEREIN IN ANY MANNER WHICH
AGENT DEEMS APPROPRIATE.
AGENT OR ANY LENDER SHALL HAVE THE RIGHT UPON ANY SUCH
PUBLIC SALE OR SALES AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE
SALE OR SALES, TO PURCHASE FOR THE BENEFIT OF AGENT AND LENDERS, THE WHOLE OR
ANY PART OF SAID COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION,
WHICH EQUITY OF REDEMPTION EACH GRANTOR HEREBY RELEASES.
SUCH SALES MAY BE
ADJOURNED AND CONTINUED FROM TIME TO TIME WITH OR WITHOUT NOTICE.
AGENT SHALL
HAVE THE RIGHT TO CONDUCT SUCH SALES ON ANY GRANTOR'S PREMISES OR ELSEWHERE AND
SHALL HAVE THE RIGHT TO USE ANY GRANTOR'S PREMISES WITHOUT CHARGE FOR SUCH TIME
OR TIMES AS AGENT DEEMS NECESSARY OR ADVISABLE.
(B)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, EACH
GRANTOR FURTHER AGREES, AT AGENT'S REQUEST, TO ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO AGENT AT A PLACE OR PLACES DESIGNATED BY AGENT WHICH ARE
REASONABLY CONVENIENT TO AGENT AND SUCH GRANTOR WHETHER AT SUCH GRANTOR'S
PREMISES OR ELSEWHERE.
WITHOUT LIMITING THE FOREGOING, AGENT SHALL ALSO HAVE
THE RIGHT TO REQUIRE THAT GRANTOR STORE AND KEEP ANY COLLATERAL PENDING FURTHER
ACTION BY AGENT, AND WHILE COLLATERAL IS SO STORED OR KEPT, PROVIDE SUCH GUARDS
AND MAINTENANCE SERVICES AS SHALL BE NECESSARY TO PROTECT THE SAME AND TO
PRESERVE AND MAINTAIN THE COLLATERAL IN GOOD CONDITION.
UNTIL AGENT IS ABLE TO
EFFECT A SALE, LEASE, LICENSE OR OTHER DISPOSITION OF COLLATERAL, AGENT SHALL
HAVE THE RIGHT TO HOLD OR USE COLLATERAL, OR ANY PART THEREOF, TO THE EXTENT
THAT IT DEEMS APPROPRIATE FOR THE PURPOSE OF PRESERVING COLLATERAL OR ITS VALUE
OR FOR ANY OTHER PURPOSE DEEMED APPROPRIATE BY AGENT.
AGENT SHALL HAVE NO
OBLIGATION TO ANY GRANTOR TO MAINTAIN OR PRESERVE THE RIGHTS OF ANY GRANTOR AS
AGAINST THIRD PARTIES WITH RESPECT TO COLLATERAL WHILE COLLATERAL IS IN THE
POSSESSION OF AGENT.
AGENT MAY, IF IT SO ELECTS, SEEK THE APPOINTMENT OF A
RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO ENFORCE ANY OF
AGENT'S REMEDIES (FOR THE BENEFIT OF AGENT AND LENDERS), WITH RESPECT TO SUCH
APPOINTMENT WITHOUT PRIOR NOTICE OR HEARING AS TO SUCH APPOINTMENT.
AGENT SHALL
APPLY THE NET PROCEEDS OF ANY SALE, LEASE, LICENSE, OTHER DISPOSITION OF, OR ANY
COLLECTION, RECOVERY, RECEIPT, OR REALIZATION ON,