9.1(A)(IV) IS OF THE ESSENCE
HEREOF.
UPON APPLICATION TO A COURT OF EQUITY HAVING JURISDICTION, THE
ADMINISTRATIVE 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
OBLIGATIONS AS PROVIDED IN ARTICLE X HEREOF;
(VI)
RETAIN AND APPLY THE DISTRIBUTIONS TO THE
OBLIGATIONS AS PROVIDED IN ARTICLE X HEREOF;
(VII)
EXERCISE ANY AND ALL RIGHTS AS BENEFICIAL AND
LEGAL OWNER OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT LIMITATION, 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 UNDER THE UCC, AND THE ADMINISTRATIVE 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 ADMINISTRATIVE 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 ADMINISTRATIVE AGENT MAY DEEM COMMERCIALLY REASONABLE.
THE
ADMINISTRATIVE 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 PLEDGED 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 PLEDGED COLLATERAL SOLD, ASSIGNED OR LICENSED AT SUCH
SALE, TO USE AND APPLY ANY OF THE OBLIGATIONS OWED TO SUCH PERSON AS A CREDIT ON
ACCOUNT OF THE PURCHASE PRICE OF ANY PLEDGED 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 ADMINISTRATIVE
AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL REGARDLESS
OF NOTICE OF SALE HAVING BEEN GIVEN.
THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT
ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY PLEDGED COLLATERAL MAY
HAVE BEEN SOLD, ASSIGNED OR