RIGHTS AND POWERS HEREIN GRANTED. IF ANY AMOUNT
PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE PLEDGED STOCK SHALL BE OR BECOME
EVIDENCED BY ANY PROMISSORY NOTE, OTHER INSTRUMENT OR CHATTEL PAPER, SUCH NOTE,
INSTRUMENT OR CHATTEL PAPER SHALL BE IMMEDIATELY DELIVERED TO LENDER, DULY
ENDORSED IN A MANNER SATISFACTORY TO LENDER, TO BE HELD AS PLEDGED STOCK
PURSUANT TO THIS PLEDGE AGREEMENT.
6.5
PLEDGOR COVENANTS AND AGREES TO PAY, AND TO
HOLD LENDER HARMLESS FROM ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING
FROM ANY DELAY IN PAYING, ANY AND ALL STAMP, EXCISE, SALES OR OTHER TAXES WHICH
MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE PLEDGED
STOCK OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS PLEDGE
AGREEMENT.
5
7.
RIGHTS AND REMEDIES UPON DEFAULT.
7.1
IF ANY EVENT OF DEFAULT UNDER THE LOAN AGREEMENT OR A DEFAULT OR
BREACH IN ANY RESPECT BY PLEDGOR OF ANY REPRESENTATION, WARRANTY, COVENANT OR
AGREEMENT OF PLEDGOR UNDER THIS PLEDGE AGREEMENT (AFTER THE EXPIRATION OF ANY
APPLICABLE CURE PERIOD OR GRACE PERIOD HEREUNDER OR THEREUNDER, WHICH BREACH
SHALL BE DEEMED AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT AND AN EVENT OF
DEFAULT HEREUNDER) SHALL OCCUR, LENDER MAY DO ANY ONE OR MORE OF THE FOLLOWING:
(A) DECLARE THE OBLIGATIONS SECURED HEREBY TO BE FORTHWITH DUE AND PAYABLE,
WHEREUPON SUCH OBLIGATIONS SECURED HEREBY SHALL BECOME IMMEDIATELY DUE AND
PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND; AND/OR
(B) PROCEED TO PROTECT AND ENFORCE ITS RIGHTS UNDER THIS PLEDGE AGREEMENT, THE
NOTES, THE LOAN AGREEMENT, OR ANY OF THE OTHER LOAN DOCUMENTS THROUGH OTHER
APPROPRIATE PROCEEDINGS, AND LENDER SHALL HAVE, WITHOUT LIMITATION, ALL OF THE
RIGHTS AND REMEDIES PROVIDED BY APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION,
THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE ILLINOIS UNIFORM COMMERCIAL
CODE (THE "UCC") AND, IN ADDITION THERETO, LENDER SHALL BE ENTITLED, AT LENDER'S
OPTION, TO EXERCISE ALL VOTING AND CORPORATE RIGHTS WITH RESPECT TO THE PLEDGED
STOCK AS IT MAY DETERMINE, WITHOUT LIABILITY THEREFOR, BUT LENDER SHALL NOT HAVE
ANY DUTY TO EXERCISE ANY VOTING AND CORPORATE RIGHTS IN RESPECT OF THE PLEDGED
STOCK AND SHALL NOT BE RESPONSIBLE OR LIABLE TO PLEDGOR OR ANY OTHER PERSON FOR
ANY FAILURE TO DO SO OR DELAY IN SO DOING.
7.2
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IF ANY EVENT OF DEFAULT HEREUNDER OR UNDER THE LOAN AGREEMENT SHALL
OCCUR, LENDER SHALL HAVE THE RIGHT TO SELL THE PLEDGED STOCK, OR ANY PART
THEREOF, AT PUBLIC OR PRIVATE SALE OR AT ANY BROKER'S BOARD OR ON ANY SECURITIES
EXCHANGE FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY, AND AT SUCH PRICE OR
PRICES AS LENDER MAY DEEM BEST, AND LENDER MAY BE THE PURCHASER OF ANY OR ALL OF
THE PLEDGED STOCK SO SOLD AND THEREAFTER LENDER OR ANY OTHER PURCHASER SHALL
HOLD THE SAME FREE FROM ANY RIGHT OR CLAIM OF WHATSOEVER KIND. LENDER IS
AUTHORIZED, AT ANY SUCH SALE,