TO RECEIVE COPIES OF ALL
COMMUNICATIONS AND REMITTANCES RELATING TO THE PLEDGED COLLATERAL AND USE IN
CONNECTION WITH SUCH REMOVAL AND POSSESSION ANY AND ALL SERVICES, SUPPLIES, AIDS
AND OTHER FACILITIES OF ANY PLEDGOR;
(II)
DEMAND, SUE FOR, COLLECT OR RECEIVE ANY
MONEY OR PROPERTY AT ANY TIME PAYABLE OR RECEIVABLE IN RESPECT OF THE PLEDGED
COLLATERAL INCLUDING INSTRUCTING THE OBLIGOR OR OBLIGORS ON ANY AGREEMENT,
INSTRUMENT OR OTHER OBLIGATION CONSTITUTING PART OF THE PLEDGED COLLATERAL TO
MAKE ANY PAYMENT REQUIRED BY THE TERMS OF SUCH AGREEMENT, INSTRUMENT OR OTHER
OBLIGATION DIRECTLY TO THE COLLATERAL AGENT, AND IN CONNECTION WITH ANY
20
OF THE FOREGOING, COMPROMISE, SETTLE, EXTEND THE TIME FOR PAYMENT AND MAKE OTHER
MODIFICATIONS WITH RESPECT THERETO; PROVIDED, HOWEVER, THAT IN THE EVENT THAT
ANY SUCH PAYMENTS ARE MADE DIRECTLY TO ANY PLEDGOR, PRIOR TO RECEIPT BY ANY SUCH
OBLIGOR OF SUCH INSTRUCTION, SUCH PLEDGOR SHALL SEGREGATE ALL AMOUNTS RECEIVED
PURSUANT THERETO IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND SHALL
PROMPTLY (BUT IN NO EVENT LATER THAN ONE (1) BUSINESS DAY AFTER RECEIPT THEREOF)
PAY SUCH AMOUNTS TO THE COLLATERAL AGENT;
(III)
SELL, ASSIGN, GRANT A LICENSE TO USE OR
OTHERWISE LIQUIDATE, OR DIRECT ANY PLEDGOR TO SELL, ASSIGN, GRANT A LICENSE TO
USE OR OTHERWISE LIQUIDATE, ANY AND ALL INVESTMENTS MADE IN WHOLE OR IN PART
WITH THE PLEDGED COLLATERAL OR ANY PART THEREOF, AND TAKE POSSESSION OF THE
PROCEEDS OF ANY SUCH SALE, ASSIGNMENT, LICENSE OR LIQUIDATION;
(IV)
TAKE POSSESSION OF THE PLEDGED COLLATERAL OR
ANY PART THEREOF, BY DIRECTING ANY PLEDGOR IN WRITING TO DELIVER THE SAME TO THE
COLLATERAL AGENT AT ANY PLACE OR PLACES SO DESIGNATED BY THE COLLATERAL AGENT,
IN WHICH EVENT SUCH PLEDGOR SHALL AT ITS OWN EXPENSE:
(A) FORTHWITH CAUSE THE
SAME TO BE MOVED TO THE PLACE OR PLACES DESIGNATED BY THE COLLATERAL AGENT AND
THEREWITH DELIVERED TO THE COLLATERAL AGENT, (B) STORE AND KEEP ANY PLEDGED
COLLATERAL SO DELIVERED TO THE COLLATERAL AGENT AT SUCH PLACE OR PLACES PENDING
FURTHER ACTION BY THE COLLATERAL AGENT AND (C) WHILE THE PLEDGED COLLATERAL
SHALL BE SO STORED AND KEPT, PROVIDE SUCH SECURITY AND MAINTENANCE SERVICES AS
SHALL BE NECESSARY TO PROTECT THE SAME AND TO PRESERVE AND MAINTAIN THEM IN GOOD
CONDITION.
EACH PLEDGOR'S OBLIGATION TO DELIVER THE PLEDGED COLLATERAL AS
CONTEMPLATED IN THIS SECTION 9.1(IV) IS OF THE ESSENCE HEREOF.
UPON APPLICATION
TO A COURT OF EQUITY HAVING JURISDICTION, THE COLLATERAL AGENT SHALL BE ENTITLED
TO A DECREE REQUIRING SPECIFIC PERFORMANCE BY ANY PLEDGOR OF SUCH OBLIGATION;
(V)
WITHDRAW ALL MONEYS, INSTRUMENTS, SECURITIES
AND OTHER PROPERTY IN ANY BANK, FINANCIAL SECURITIES, DEPOSIT OR OTHER ACCOUNT
OF ANY PLEDGOR CONSTITUTING PLEDGED COLLATERAL FOR APPLICATION TO THE SECURED
OBLIGATIONS AS PROVIDED IN ARTICLE X HEREOF;
(VI)
RETAIN AND APPLY THE DISTRIBUTIONS TO THE
SECURED OBLIGATIONS AS PROVIDED IN ARTICLE X HEREOF;
(VII)
EXERCISE ANY AND ALL RIGHTS AS BENEFICIAL AND
LEGAL OWNER OF THE PLEDGED COLLATERAL, INCLUDING PERFECTING ASSIGNMENT OF AND
EXERCISING ANY AND ALL VOTING, CONSENSUAL