OF
PERFORMANCE OR OTHER DEMAND, ADVERTISEMENT OR NOTICE OF ANY KIND (EXCEPT THE
NOTICE SPECIFIED BELOW OF TIME AND PLACE OF PUBLIC OR PRIVATE SALE) TO OR UPON
GRANTOR OR ANY OTHER PERSON (ALL AND EACH OF WHICH DEMANDS, ADVERTISEMENTS AND
NOTICES ARE HEREBY EXPRESSLY WAIVED TO THE MAXIMUM EXTENT PERMITTED BY THE CODE
AND OTHER APPLICABLE LAW), MAY FORTHWITH ENTER UPON THE PREMISES OF GRANTOR
WHERE ANY COLLATERAL IS LOCATED THROUGH SELF-HELP, WITHOUT JUDICIAL PROCESS,
WITHOUT FIRST OBTAINING A FINAL JUDGMENT OR GIVING GRANTOR OR ANY OTHER PERSON
NOTICE AND OPPORTUNITY FOR A HEARING ON AGENT'S CLAIM OR ACTION AND MAY COLLECT,
RECEIVE, ASSEMBLE, PROCESS, APPROPRIATE AND REALIZE UPON THE COLLATERAL, OR ANY
PART THEREOF, AND MAY FORTHWITH SELL, LEASE, LICENSE, ASSIGN, GIVE AN OPTION OR
OPTIONS TO PURCHASE, OR SELL 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.
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 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 GRANTOR'S PREMISES OR ELSEWHERE AND SHALL HAVE THE
RIGHT TO USE GRANTOR'S PREMISES WITHOUT CHARGE FOR SUCH TIME OR TIMES AS AGENT
DEEMS NECESSARY OR ADVISABLE.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, 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 GRANTOR, WHETHER AT GRANTOR'S PREMISES OR ELSEWHERE.
UNTIL AGENT
IS ABLE TO EFFECT A SALE, LEASE, 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 GRANTOR TO MAINTAIN OR PRESERVE THE RIGHTS OF 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
17
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 SUCH
COLLECTION, RECOVERY, RECEIPT, APPROPRIATION, REALIZATION OR SALE