PLEDGOR WOULD OTHERWISE BE ENTITLED TO EXERCISE,
PURSUANT TO SECTION 9.1(A), AND (II) RECEIVE DIVIDENDS AND INTEREST PAYMENTS
WHICH PLEDGOR WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN, PURSUANT TO
SECTION 9.1(B), SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON BECOME
ABSOLUTELY VESTED IN BANK.
BANK SHALL THEREAFTER HAVE THE SOLE AND ABSOLUTE
RIGHT TO EXERCISE ALL VOTING AND OTHER CONSENSUAL RIGHTS, AND TO RECEIVE AND
HOLD AS COLLATERAL ALL SUCH DIVIDENDS AND INTEREST PAYMENTS, WITHOUT ANY FURTHER
NOTICE TO, OR CONSENT OF, PLEDGOR.
(B)
DIVIDENDS HELD IN TRUST.
ALL DIVIDENDS AND INTEREST PAYMENTS
WHICH ARE RECEIVED BY PLEDGOR CONTRARY TO THE PROVISIONS OF SECTION 9.2(A)(II)
SHALL BE (I) RECEIVED IN TRUST FOR THE BENEFIT OF BANK, (II) SHALL BE SEGREGATED
FROM OTHER PROPERTY OR FUNDS OF PLEDGOR AND (III) FORTHWITH DELIVERED TO THE
BANK AS COLLATERAL IN THE SAME FORM AS RECEIVED (WITH ANY NECESSARY DOCUMENTS,
ENDORSEMENTS OR ASSIGNMENTS IN BLANK WITH GUARANTEED SIGNATURES).
(C)
SALE OF COLLATERAL.
BANK MAY EXERCISE IN RESPECT OF THE
COLLATERAL AND IN ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR
OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON
DEFAULT UNDER THE CODE.
BANK MAY ALSO, WITHOUT NOTICE, EXCEPT AS SPECIFIED
BELOW, SELL THE COLLATERAL, OR ANY PART THEREOF, IN ONE OR MORE BLOCKS AT PUBLIC
OR PRIVATE SALE, AT ANY EXCHANGE OR OTHERWISE OR FOR FUTURE DELIVERY, AND AT
SUCH PRICE OR PRICES AND UPON SUCH OTHER TERMS AS BANK MAY DEEM COMMERCIALLY
REASONABLE.
PLEDGOR AGREES THAT, TO THE EXTENT
6
NOTICE OF SALE SHALL BE REQUIRED BY LAW, FIVE (5) DAYS NOTICE TO PLEDGOR OF THE
TIME AND PLACE OF ANY PUBLIC SALE OR PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE
REASONABLE NOTIFICATION.
BANK SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF
COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
BANK 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.
(D)
APPLICATION OF PROCEEDS.
ANY CASH HELD BY BANK AS COLLATERAL AND
ALL CASH PROCEEDS RECEIVED BY BANK IN RESPECT OF ANY SALE OF, COLLECTION FROM,
OR OTHER REALIZATION UPON THE COLLATERAL, OR ANY PORTION THEREOF, MAY, IN THE
DISCRETION OF BANK, BE HELD BY BANK AS COLLATERAL FOR, AND/OR THEN OR AT ANY
TIME THEREAFTER APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO BANK PURSUANT
TO SECTION 13) IN WHOLE OR IN PART BY BANK AGAINST ALL OR ANY PART OF THE BANK
INDEBTEDNESS, IN SUCH ORDER AS BANK SHALL ELECT.
ANY SURPLUS OF SUCH CASH OR
CASH PROCEEDS HELD BY BANK AND REMAINING AFTER PAYMENT IN FULL OF ALL BANK
INDEBTEDNESS SHALL BE PAID TO PLEDGOR OR TO WHOMSOEVER MAY BE LAWFULLY ENTITLED
TO RECEIVE SUCH SURPLUS.
9.3
BANK'S RIGHTS.
AT ANY TIME AND FROM TIME TO TIME, BANK SHALL HAVE
THE RIGHT, IN ITS DISCRETION AND