PREMISES OWNED OR LEASED BY SUCH GRANTOR
WHERE THE COLLATERAL OR ANY PART THEREOF IS LOCATED OR ASSEMBLED FOR A
REASONABLE PERIOD IN ORDER TO EFFECTUATE THE SECURED PARTY'S RIGHTS AND REMEDIES
HEREUNDER OR UNDER LAW, WITHOUT OBLIGATION TO SUCH GRANTOR IN RESPECT OF SUCH
OCCUPATION, AND (III) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW AND WITHOUT ANY
OBLIGATION TO PREPARE OR PROCESS THE COLLATERAL FOR SALE, (A) SELL THE
COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE,
AT ANY OF THE SECURED PARTY'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR
FUTURE DELIVERY, AND AT SUCH PRICE OR PRICES AND UPON SUCH OTHER TERMS AS THE
SECURED PARTY MAY DEEM COMMERCIALLY REASONABLE AND/OR (B) LEASE, LICENSE OR
DISPOSE OF THE COLLATERAL OR ANY PART THEREOF UPON SUCH TERMS AS THE SECURED
PARTY MAY DEEM COMMERCIALLY REASONABLE.
EACH GRANTOR AGREES THAT, TO THE EXTENT
NOTICE OF SALE OR ANY OTHER DISPOSITION OF ITS RESPECTIVE COLLATERAL SHALL BE
REQUIRED BY LAW, AT LEAST TEN (10) DAYS' NOTICE TO SUCH GRANTOR OF THE TIME AND
PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER
DISPOSITION OF ITS RESPECTIVE COLLATERAL IS TO BE MADE SHALL CONSTITUTE
REASONABLE NOTIFICATION.
THE SECURED PARTY SHALL NOT BE OBLIGATED TO MAKE ANY
SALE OR OTHER DISPOSITION OF ANY COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING
BEEN GIVEN.
THE SECURED PARTY MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME
TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY,
WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED.
EACH GRANTOR HEREBY WAIVES ANY CLAIMS AGAINST THE SECURED PARTY
ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ITS RESPECTIVE COLLATERAL
MAY HAVE BEEN SOLD AT A PRIVATE SALE WAS LESS THAN THE PRICE WHICH MIGHT HAVE
BEEN OBTAINED AT A PUBLIC SALE OR WAS LESS THAN THE AGGREGATE AMOUNT OF THE
OBLIGATIONS, EVEN IF THE SECURED PARTY ACCEPTS THE FIRST OFFER RECEIVED AND DOES
NOT OFFER SUCH COLLATERAL TO MORE THAN ONE OFFEREE, AND WAIVES ALL RIGHTS THAT
SUCH GRANTOR MAY HAVE TO REQUIRE THAT ALL OR ANY PART OF SUCH COLLATERAL BE
MARSHALLED UPON ANY SALE (PUBLIC OR PRIVATE) THEREOF.
EACH GRANTOR HEREBY
ACKNOWLEDGES THAT (I) ANY SUCH SALE OF ITS RESPECTIVE COLLATERAL BY THE SECURED
PARTY SHALL BE MADE WITHOUT WARRANTY, (II) THE SECURED PARTY MAY SPECIFICALLY
DISCLAIM ANY WARRANTIES OF TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE, AND
(III) SUCH ACTIONS SET FORTH IN CLAUSES (I) AND (II) ABOVE SHALL NOT ADVERSELY
EFFECT THE COMMERCIAL REASONABLENESS OF ANY SUCH SALE OF COLLATERAL.
IN
ADDITION TO THE FOREGOING, (1) UPON WRITTEN NOTICE TO ANY GRANTOR FROM THE
SECURED PARTY, SUCH GRANTOR SHALL CEASE ANY USE OF THE INTELLECTUAL PROPERTY OR
ANY TRADEMARK, PATENT OR COPYRIGHT SIMILAR THERETO FOR ANY PURPOSE DESCRIBED IN
SUCH NOTICE; (2) THE SECURED PARTY MAY, AT ANY TIME AND FROM TIME TO TIME, UPON