JUDICIAL PROCESS, TO
TAKE POSSESSION OF THE COLLATERAL AND WITHOUT LIABILITY FOR TRESPASS TO ENTER
ANY PREMISES WHERE THE COLLATERAL MAY BE LOCATED FOR THE PURPOSE OF TAKING
POSSESSION OF OR REMOVING THE COLLATERAL, AND GENERALLY TO EXERCISE ANY AND ALL
RIGHTS AFFORDED TO A SECURED PARTY UNDER THE UCC OR OTHER APPLICABLE LAW;
(III) SECURED PARTY SHALL HAVE THE RIGHT TO SELL, LEASE, OR OTHERWISE DISPOSE OF
ALL OR ANY PART OF THE COLLATERAL, WHETHER IN ITS THEN CONDITION OR AFTER
FURTHER PREPARATION OR PROCESSING, EITHER AT PUBLIC OR PRIVATE SALE OR AT ANY
BROKER'S BOARD, IN LOTS OR IN BULK, FOR CASH OR FOR CREDIT, WITH OR WITHOUT
WARRANTIES OR REPRESENTATIONS, AND UPON SUCH TERMS AND CONDITIONS, ALL AS
SECURED PARTY IN ITS SOLE DISCRETION MAY DEEM ADVISABLE; (IV) AT SECURED PARTY'S
REQUEST, GRANTOR SHALL ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO SECURED
PARTY AT PLACES WHICH SECURED PARTY SHALL SELECT, WHETHER AT GRANTOR'S PREMISES
OR ELSEWHERE, AND MAKE AVAILABLE TO SECURED PARTY, WITHOUT RENT, ALL OF
GRANTOR'S PREMISES AND FACILITIES FOR THE PURPOSE OF SECURED PARTY'S
TAKING POSSESSION OF, REMOVING OR PUTTING THE COLLATERAL IN SALEABLE OR
DISPOSABLE FORM; (V) SECURED PARTY SHALL HAVE THE RIGHT TO RECEIVE ANY AND ALL
CASH INTEREST, DIVIDENDS, DISTRIBUTIONS, PAYMENTS OR OTHER PROCEEDS PAID IN
RESPECT OF THE COLLATERAL AND MADE APPLICATION THEREOF TO THE OBLIGATIONS IN
SUCH ORDER AS SECURED PARTY MAY DETERMINE; AND (VI) ANY OR ALL OF THE COLLATERAL
MAY BE REGISTERED IN THE NAME OF SECURED PARTY OR ITS NOMINEE AND THEY MAY
THEREAFTER EXERCISE (X) ALL VOTING, CORPORATE AND OTHER RIGHTS PERTAINING TO
SUCH COLLATERAL AND (Y) ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE AND
SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO SUCH
COLLATERAL AS IF IT WERE THE ABSOLUTE OWNER THEREOF (INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL SECURITIES OR
SECURITIES ENTITLEMENTS UPON ANY MERGER, CONSOLIDATION, REORGANIZATION,
RECAPITALIZATION OR OTHER FUNDAMENTAL CHANGE, OR UPON THE EXERCISE OF GRANTOR OR
SECURED PARTY OF ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO SUCH SECURITIES OR
SECURITIES ENTITLEMENTS, AND IN CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND
DELIVER ANY AND ALL OF THE SECURITIES OR SECURITIES ENTITLEMENTS WITH ANY
COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON
SUCH TERMS AND CONDITIONS AS SECURED PARTY MAY DETERMINE), ALL WITHOUT LIABILITY
EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY IT, BUT SECURED PARTY SHALL
HAVE NO DUTY TO GRANTOR TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR OPTION AND
SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO DOING.
(B)
ANY SUCH SALE, LEASE OR OTHER DISPOSITION OF COLLATERAL MAY BE
MADE WITHOUT DEMAND FOR PERFORMANCE OR ANY NOTICE OF ADVERTISEMENT WHATSOEVER
EXCEPT THAT WHERE AN APPLICABLE STATUTE REQUIRES REASONABLE NOTICE OF SALE OR
OTHER DISPOSITION, GRANTOR AGREES THAT THE SENDING OF FIVE DAYS NOTICE BY
ORDINARY MAIL, POSTAGE PREPAID, TO GRANTOR OF THE PLACE AND TIME OF ANY PUBLIC
SALE OR OF THE