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 US OBLIGATIONS AS
PROVIDED IN ARTICLE X HEREOF;
(VI)
RETAIN AND APPLY THE DISTRIBUTIONS TO THE SECURED US 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 AND OTHER RIGHTS AND POWERS WITH RESPECT TO ANY PLEDGED
COLLATERAL; AND
(VIII)
EXERCISE 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 PLEDGED 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 THE PLEDGED COLLATERAL OR ANY PART THEREOF
26
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
PLEDGED COLLATERAL SOLD, ASSIGNED OR LICENSED AT SUCH SALE, TO USE AND