TO RECEIVE THE
DIVIDENDS PAYMENTS THAT IT WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN
PURSUANT TO SECTION 6(A)(II) SHALL CEASE, AND ALL SUCH RIGHTS SHALL THEREUPON
BECOME VESTED IN THE NOTEHOLDER WHO SHALL THEREUPON HAVE THE SOLE RIGHT TO
EXERCISE OR REFRAIN FROM EXERCISING SUCH VOTING AND OTHER CONSENSUAL RIGHTS AT
THE DIRECTION OF THE NOTEHOLDER AND TO RECEIVE AND HOLD AS PLEDGED COLLATERAL
SUCH DIVIDENDS.
(II)
ALL DIVIDENDS THAT ARE RECEIVED BY THE
PLEDGOR CONTRARY TO THE PROVISIONS OF SUBSECTION (I) OF THIS SECTION 6(B) SHALL
BE RECEIVED IN TRUST FOR THE BENEFIT OF THE NOTEHOLDER, SHALL BE SEGREGATED FROM
OTHER FUNDS OF THE PLEDGOR AND SHALL BE FORTHWITH PAID OVER TO THE NOTEHOLDER AS
PLEDGED COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
ENDORSEMENT).
(C)
AS USED HEREIN, "EVENT OF DEFAULT" (I)
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE TERM NOTE, AND (II) SHALL MEAN THE
FAILURE OF THE PLEDGOR TO PAY OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE CONTINUATION OF SUCH FAILURE FOR A PERIOD OF 5 (FIVE) DAYS.
SECTION 7.
TRANSFERS AND OTHER LIENS.
THE
PLEDGOR WILL NOT (I) SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR
OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, ANY OF
3
THE PLEDGED COLLATERAL, OR (II) CREATE OR PERMIT TO EXIST ANY LIEN, SECURITY
INTEREST, OPTION OR OTHER CHARGE OR ENCUMBRANCE UPON OR WITH RESPECT TO ANY OF
THE PLEDGED COLLATERAL, EXCEPT FOR THE SECURITY INTEREST UNDER THIS AGREEMENT.
SECTION 8.
NOTEHOLDER APPOINTED
ATTORNEY-IN-FACT.
THE PLEDGOR HEREBY APPOINTS THE NOTEHOLDER THE PLEDGOR'S
ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF THE PLEDGOR AND
IN THE NAME OF THE PLEDGOR OR OTHERWISE, FROM TIME TO TIME IN THE NOTEHOLDER'S
DISCRETION TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT THAT THE NOTEHOLDER
MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT
(SUBJECT TO THE RIGHTS OF THE PLEDGOR UNDER SECTION 6), INCLUDING, WITHOUT
LIMITATION, TO RECEIVE, ENDORSE AND COLLECT ALL INSTRUMENTS MADE PAYABLE TO THE
PLEDGOR REPRESENTING ANY DIVIDEND OR ANY PART THEREOF AND TO GIVE FULL DISCHARGE
FOR THE SAME.
SECTION 9.
NOTEHOLDER MAY PERFORM.
IF THE
PLEDGOR FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN, THE NOTEHOLDER, MAY
ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE EXPENSES OF THE
NOTEHOLDER INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE PLEDGOR
UNDER SECTION 11.
SECTION 10.
REMEDIES UPON EVENT OF DEFAULT.
SUBJECT TO
THE PROVISIONS OF SECTION 6, IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING:
(A)
THE NOTEHOLDER MAY EXERCISE IN RESPECT OF
THE PLEDGED COLLATERAL, IN ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR
HEREIN OR OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED
PARTY ON DEFAULT UNDER THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE STATE OF NEW
YORK AT THE TIME (THE "CODE") (WHETHER OR NOT THE CODE APPLIES TO THE PLEDGED
COLLATERAL), AND MAY ALSO, WITHOUT NOTICE