DEPOSIT ANY OR ALL OF THE COLLATERAL WITH
ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY
UPON SUCH TERMS AND CONDITIONS AS THE LENDER MAY DETERMINE, ALL WITHOUT
LIABILITY, EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED, BUT THE LENDER
SHALL NOT HAVE ANY DUTY TO EXERCISE ANY OF THE AFORESAID RIGHTS, PRIVILEGES OR
OPTIONS AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO
DOING.
(IV)
THE LENDER MAY CAUSE ALL OR ANY OF THE COLLATERAL TO BE TRANSFERRED INTO
ITS NAME OR INTO THE NAME OF ITS NOMINEE OR NOMINEES; PROVIDED, HOWEVER, THAT SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, PLEDGOR SHALL BE
ENTITLED TO EXERCISE AS IT SHALL THINK FIT, BUT IN A MANNER NOT INCONSISTENT
WITH THE TERMS OF THIS SECURITY AGREEMENT, THE LOAN AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE OBLIGATIONS, THE VOTING POWER APPURTENANT TO THE COLLATERAL, AND
TO RECEIVE CASH DIVIDENDS PAID TO PLEDGOR (SUBJECT TO ANY APPLICABLE
PROHIBITIONS IN THE LOAN DOCUMENTS).
(I)
OTHER RIGHTS OF THE LENDER.
(I)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF UPON ANY
DISSOLUTION, WINDING UP, LIQUIDATION OR REORGANIZATION OF PLEDGOR, WHETHER IN
BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP PROCEEDINGS OR UPON AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OR ANY OTHER MARSHALING OF THE ASSETS AND LIABILITIES OF
PLEDGOR, ANY SUM SHALL BE PAID OR ANY PROPERTY SHALL BE DISTRIBUTED UPON OR WITH
RESPECT TO ANY OF THE COLLATERAL, SUCH SUM SHALL BE PAID OR PROPERTY DISTRIBUTED
OVER TO THE LENDER, TO BE HELD BY THE LENDER OR APPLIED AGAINST THE OBLIGATIONS,
AS THE LENDER DETERMINES IN ITS SOLE DISCRETION.
SUBJECT TO SECTION 7 ABOVE, IN
CASE ANY STOCK DIVIDEND SHALL BE DECLARED ON ANY OF THE COLLATERAL, OR ANY SHARE
OF STOCK OR FRACTION THEREOF SHALL BE ISSUED PURSUANT TO ANY STOCK SPLIT
INVOLVING ANY OF THE COLLATERAL, OR ANY DISTRIBUTION OF CAPITAL SHALL BE MADE ON
ANY OF THE COLLATERAL, OR ANY PROPERTY SHALL BE DISTRIBUTED UPON OR WITH RESPECT
TO THE COLLATERAL PURSUANT TO RECAPITALIZATION OR RECLASSIFICATION OF THE
CAPITAL OF PLEDGOR, OR OTHERWISE, THE SHARES OR OTHER PROPERTY SO DISTRIBUTED
SHALL CONSTITUTE COLLATERAL AND BE DELIVERED IMMEDIATELY TO THE LENDER TO BE
HELD AS COLLATERAL SECURITY FOR THE OBLIGATIONS.
(II)
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT ,
THE LENDER SHALL HAVE THE RIGHT, FOR AND IN THE NAME, PLACE AND STEAD OF
PLEDGOR, TO EXECUTE ENDORSEMENTS, ASSIGNMENTS AND OTHER INSTRUMENTS OF
CONVEYANCE OR TRANSFER WITH RESPECT TO ALL OR ANY OF THE COLLATERAL.
(J)
SECURITY INTEREST ABSOLUTE.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL
RIGHTS OF THE LENDER AND SECURITY INTERESTS HEREUNDER, AND ALL OBLIGATIONS OF
PLEDGOR HEREUNDER, SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF, AND
UNAFFECTED BY:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE LOAN AGREEMENT OR ANY OTHER
LOAN DOCUMENT; OR
(II)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY OTHER
TERM OF, ALL OR ANY OF