COLLATERAL, REMOVE OR DISPOSE OF ALL OR PART OF THE COLLATERAL ON ANY
PREMISES OF SUCH GRANTOR OR ELSEWHERE, OR, IN THE CASE OF EQUIPMENT, RENDER IT
NONFUNCTIONAL, AND OTHERWISE COLLECT, RECEIVE, APPROPRIATE AND REALIZE UPON ALL
OR ANY PART OF THE COLLATERAL, AND DEMAND, GIVE RECEIPT FOR, SETTLE, RENEW,
EXTEND, EXCHANGE, COMPROMISE, ADJUST, OR SUE FOR ALL OR ANY PART OF THE
COLLATERAL, AS SECURED PARTY MAY DETERMINE; (II) SECURED PARTY MAY REQUIRE ANY
GRANTOR TO ASSEMBLE ALL OR ANY PART OF THE COLLATERAL AND MAKE IT AVAILABLE TO
SECURED PARTY AT ANY PLACE AND TIME DESIGNATED BY SECURED PARTY, AND MAY
WITHDRAW (OR CAUSE TO BE WITHDRAWN) ANY AND ALL FUNDS AND OTHER COLLATERAL FROM
ANY DEPOSIT ACCOUNTS OR SECURITIES ACCOUNTS; (III) SECURED PARTY MAY USE OR
TRANSFER ANY OF ANY GRANTOR'S RIGHTS AND INTERESTS IN ANY INTELLECTUAL PROPERTY
COLLATERAL, BY LICENSE, BY SUBLICENSE (TO THE EXTENT PERMITTED BY AN APPLICABLE
LICENSE) OR OTHERWISE, ON SUCH CONDITIONS AND IN SUCH MANNER AS SECURED PARTY
MAY DETERMINE (IV) SECURED PARTY MAY SECURE THE APPOINTMENT OF A RECEIVER OF THE
COLLATERAL OR ANY PART THEREOF (TO THE EXTENT AND IN THE MANNER PROVIDED BY
APPLICABLE LAW); AND (V) SECURED PARTY MAY SELL, RESELL, LEASE, USE, ASSIGN,
LICENSE, SUBLICENSE, TRANSFER OR OTHERWISE DISPOSE OF ANY OR ALL OF THE
COLLATERAL IN ITS THEN CONDITION OR FOLLOWING ANY COMMERCIALLY REASONABLE
PREPARATION OR PROCESSING (UTILIZING IN CONNECTION THEREWITH ANY OF ANY
GRANTOR'S ASSETS, WITHOUT CHARGE OR LIABILITY TO SECURED PARTY THEREFOR) AT
PUBLIC OR PRIVATE SALE, BY ONE OR MORE CONTRACTS, IN ONE OR MORE PARCELS, AT THE
SAME OR DIFFERENT TIMES, FOR CASH OR CREDIT, OR FOR FUTURE DELIVERY WITHOUT
ASSUMPTION OF ANY CREDIT RISK, ALL AS SECURED PARTY DEEMS ADVISABLE; PROVIDED,
HOWEVER, THAT GRANTORS SHALL BE CREDITED WITH THE NET PROCEEDS OF SALE ONLY WHEN
SUCH PROCEEDS ARE FINALLY COLLECTED BY SECURED PARTY. EACH GRANTOR RECOGNIZES
THAT SECURED PARTY MAY BE UNABLE TO MAKE A PUBLIC SALE OF ANY OR ALL OF THE
PLEDGED COLLATERAL, BY REASON OF PROHIBITIONS CONTAINED IN APPLICABLE SECURITIES
LAWS OR OTHERWISE, AND EXPRESSLY AGREES THAT A PRIVATE SALE TO A RESTRICTED
GROUP OF PURCHASERS FOR INVESTMENT AND NOT WITH A VIEW TO ANY DISTRIBUTION
THEREOF SHALL BE CONSIDERED A COMMERCIALLY REASONABLE SALE. SECURED PARTY SHALL
HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE, AND, TO THE EXTENT PERMITTED BY LAW,
UPON ANY SUCH PRIVATE SALE, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL
SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH RIGHT OR EQUITY OF
REDEMPTION EACH GRANTOR HEREBY RELEASES, TO THE EXTENT PERMITTED BY LAW. SECURED
PARTY SHALL GIVE EACH GRANTOR SUCH NOTICE OF ANY PRIVATE OR PUBLIC SALES AS MAY
BE REQUIRED BY THE UCC OR OTHER APPLICABLE LAW.
(B)
FOR THE PURPOSE OF ENABLING SECURED PARTY TO EXERCISE ITS RIGHTS
AND REMEDIES UNDER THIS SECTION 9 OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT, EFFECTIVE UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT,
EACH GRANTOR HEREBY GRANTS