OBLIGATION TO DELIVER THE 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 COLLATERAL FOR APPLICATION TO THE SENIOR SECURED OBLIGATIONS AS
PROVIDED IN ARTICLE X HEREOF;
(VI)
RETAIN AND APPLY THE DISTRIBUTIONS TO THE SENIOR SECURED
OBLIGATIONS AS PROVIDED IN ARTICLE X HEREOF;
(VII)
EXERCISE ANY AND ALL RIGHTS AS BENEFICIAL AND LEGAL OWNER OF THE
COLLATERAL, INCLUDING PERFECTING ASSIGNMENT OF AND EXERCISING ANY AND ALL
VOTING, CONSENSUAL AND OTHER RIGHTS AND POWERS WITH RESPECT TO ANY COLLATERAL;
AND
(VIII)
ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER
THE UCC, AND THE COLLATERAL AGENT MAY ALSO IN ITS SOLE DISCRETION, WITHOUT
NOTICE EXCEPT AS SPECIFIED IN SECTION 9.2 HEREOF, SELL, ASSIGN OR GRANT A
LICENSE TO USE THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT
PUBLIC OR PRIVATE SALE, AT ANY EXCHANGE, BROKER'S BOARD OR AT ANY OF THE
COLLATERAL AGENT'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
COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE.
THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES MAY BE THE PURCHASER,
LICENSEE, ASSIGNEE OR RECIPIENT OF ANY OR ALL OF THE COLLATERAL AT ANY SUCH SALE
AND SHALL BE ENTITLED, FOR THE PURPOSE OF BIDDING AND MAKING SETTLEMENT OR
PAYMENT OF THE PURCHASE PRICE FOR ALL OR ANY PORTION OF THE COLLATERAL SOLD,
ASSIGNED OR LICENSED AT SUCH SALE, TO USE AND APPLY ANY OF THE SENIOR SECURED
OBLIGATIONS OWED TO SUCH PERSON AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE OF
ANY COLLATERAL PAYABLE BY SUCH PERSON AT SUCH SALE.
EACH PURCHASER, ASSIGNEE,
LICENSEE OR RECIPIENT AT ANY SUCH SALE SHALL ACQUIRE THE PROPERTY SOLD, ASSIGNED
OR LICENSED ABSOLUTELY FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY PLEDGOR,
AND EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHTS OF REDEMPTION, STAY AND/OR APPRAISAL WHICH IT NOW HAS OR MAY AT ANY TIME
IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER
ENACTED.
THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF
COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE COLLATERAL AGENT
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 PLEDGOR HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS AGAINST THE
COLLATERAL AGENT ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY
COLLATERAL