FINANCIAL CONDITION AND
AFFAIRS OF PLEDGOR AND THE VALUE OF THE COLLATERAL, AS BANK MAY REASONABLY
REQUEST FROM TIME TO TIME.
8.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT HEREUNDER:
8.1
THE OCCURRENCE OF ANY EVENT OF DEFAULT OR DEFAULT UNDER ANY OF THE
LOAN DOCUMENTS AFTER EXPIRATION OF ANY APPLICABLE NOTICE AND/OR GRACE PERIOD
PERMITTED IN SUCH DOCUMENTS.
8.2
THE FAILURE OF PLEDGOR OR BORROWER TO PAY ANY AMOUNT OF PRINCIPAL
OR INTEREST ON THE BANK INDEBTEDNESS ON THE DATE ON WHICH SUCH PAYMENT IS DUE,
WHETHER ON DEMAND, AT THE STATED MATURITY, OR DUE DATE THEREOF, OR BY REASON OF
ANY REQUIREMENT FOR PREPAYMENT THEREOF, BY ACCELERATION OR OTHERWISE.
8.3
THE FAILURE OF PLEDGOR TO DULY PERFORM OR OBSERVE ANY OBLIGATION,
COVENANT OR AGREEMENT ON ITS PART CONTAINED HEREIN.
8.4
ANY REPRESENTATION OR WARRANTY OF PLEDGOR HEREIN IS DISCOVERED TO
BE UNTRUE IN ANY MATERIAL RESPECT OR ANY STATEMENT, CERTIFICATE OR DATA
FURNISHED BY PLEDGOR PURSUANT HERETO IS
5
DISCOVERED TO BE UNTRUE IN ANY MATERIAL RESPECT AS OF THE DATE AS OF WHICH THE
FACTS THEREIN SET FORTH ARE STATED OR CERTIFIED.
9.
RIGHTS OF PLEDGOR AND BANK.
9.1
BEFORE EVENT OF DEFAULT.
PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT:
(A)
VOTING.
PLEDGOR SHALL BE ENTITLED TO EXERCISE ANY AND ALL VOTING
AND OTHER CONSENSUAL RIGHTS ARISING UNDER THE COLLATERAL, OR ANY PORTION
THEREOF, FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OF ANY OF THE LOAN
DOCUMENTS.
(B)
DIVIDENDS; DISTRIBUTIONS.
UNLESS BANK OTHERWISE REQUESTS IN
WRITING, PLEDGOR SHALL BE ENTITLED TO RECEIVE AND RETAIN ANY AND ALL DIVIDENDS,
DISTRIBUTIONS AND INTEREST, DECLARED, DISTRIBUTED OR PAID, WITH RESPECT TO THE
COLLATERAL, OR ANY PORTION THEREOF, PROVIDED, HOWEVER, THAT ANY AND ALL (I)
DIVIDENDS, DISTRIBUTIONS AND INTEREST PAID OR PAYABLE OTHER THAN IN CASH; (II)
INSTRUMENTS AND OTHER PROPERTY RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED
WITH RESPECT TO, OR IN EXCHANGE FOR, THE COLLATERAL, OR ANY PORTION THEREOF;
(III) DIVIDENDS AND OTHER DISTRIBUTIONS PAID OR PAYABLE IN CASH WITH RESPECT TO
THE COLLATERAL, OR ANY PORTION THEREOF, IN CONNECTION WITH (1) A PARTIAL OR
TOTAL LIQUIDATION OR DISSOLUTION, OR (2) A REDUCTION OF CAPITAL, CAPITAL SURPLUS
OR PAID-IN-SURPLUS; AND (IV) CASH PAID, PAYABLE OR OTHERWISE DISTRIBUTED IN
RESPECT OF PRINCIPAL, OR REDEMPTION OF, OR IN EXCHANGE FOR, THE COLLATERAL, OR
ANY PORTION THEREOF; SHALL BE FORTHWITH DELIVERED TO BANK TO HOLD AS COLLATERAL
AND SHALL, IF RECEIVED BY PLEDGOR, BE (X) RECEIVED IN TRUST FOR THE BENEFIT OF
BANK, (Y) SEGREGATED FROM ALL OTHER PROPERTY OR FUNDS OF PLEDGOR, AND (Z)
FORTHWITH DELIVERED TO BANK AS COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH
ANY NECESSARY DOCUMENTS, ENDORSEMENTS OR ASSIGNMENTS IN BLANK WITH GUARANTEED
SIGNATURE(S)).
9.2
AFTER EVENT OF DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT AND AT ALL TIMES THEREAFTER:
(A)
VOTING.
ALL RIGHTS OF PLEDGOR TO (I) EXERCISE VOTING AND OTHER
CONSENSUAL RIGHTS WHICH