or
other payments which are received by the respective Pledgor contrary to the
provisions of this Section 6 or Section 7 hereof shall be received in trust for
the benefit of the Pledgee, shall be segregated from other property or funds of
such Pledgor and shall be forthwith paid over to the Pledgee as Collateral in
the same form as so received (with any necessary indorsement).
7.
REMEDIES IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT.
IN THE EVENT AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, THEN AND IN EVERY SUCH CASE, THE PLEDGEE SHALL BE ENTITLED TO
EXERCISE ALL OF THE RIGHTS, POWERS AND REMEDIES (WHETHER VESTED IN IT BY THIS
AGREEMENT OR BY ANY OTHER SECURED DEBT AGREEMENT OR BY LAW) FOR THE PROTECTION
AND ENFORCEMENT OF ITS RIGHTS IN RESPECT OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON
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DEFAULT UNDER THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY RELEVANT
JURISDICTION, AND THE PLEDGEE SHALL BE ENTITLED, WITHOUT LIMITATION, TO EXERCISE
ANY OR ALL OF THE FOLLOWING RIGHTS, WHICH EACH PLEDGOR HEREBY AGREES TO BE
COMMERCIALLY REASONABLE:
(I)
TO RECEIVE ALL AMOUNTS PAYABLE IN RESPECT OF THE COLLATERAL
OTHERWISE PAYABLE UNDER SECTION 6 HEREOF TO SUCH PLEDGOR;
(II)
TO TRANSFER ALL OR ANY PART OF THE COLLATERAL INTO THE PLEDGEE'S
NAME OR THE NAME OF ITS NOMINEE OR NOMINEES;
(III)
TO ACCELERATE ANY PLEDGED NOTE WHICH MAY BE ACCELERATED IN
ACCORDANCE WITH ITS TERMS, AND TAKE ANY OTHER LAWFUL ACTION TO COLLECT UPON ANY
PLEDGED NOTE (INCLUDING, WITHOUT LIMITATION, TO MAKE ANY DEMAND FOR PAYMENT
THEREON);
(IV)
TO VOTE ALL OR ANY PART OF THE COLLATERAL (WHETHER OR NOT
TRANSFERRED INTO THE NAME OF THE PLEDGEE) AND GIVE ALL CONSENTS, WAIVERS AND
RATIFICATIONS IN RESPECT OF THE COLLATERAL AND OTHERWISE ACT WITH RESPECT
THERETO AS THOUGH IT WERE THE OUTRIGHT OWNER THEREOF (EACH PLEDGOR HEREBY
IRREVOCABLY CONSTITUTING AND APPOINTING THE PLEDGEE THE PROXY AND
ATTORNEY-IN-FACT OF SUCH PLEDGOR, WITH FULL POWER OF SUBSTITUTION TO DO SO);
(V)
AT ANY TIME OR FROM TIME TO TIME TO SELL, ASSIGN AND DELIVER, OR
GRANT OPTIONS TO PURCHASE, ALL OR ANY PART OF THE COLLATERAL, OR ANY INTEREST
THEREIN, AT ANY PUBLIC OR PRIVATE SALE, WITHOUT DEMAND OF PERFORMANCE,
ADVERTISEMENT OR NOTICE OF INTENTION TO SELL OR OF THE TIME OR PLACE OF SALE OR
ADJOURNMENT THEREOF OR TO REDEEM OR OTHERWISE (ALL OF WHICH ARE HEREBY WAIVED BY
EACH PLEDGOR), FOR CASH, ON CREDIT OR FOR OTHER PROPERTY, FOR IMMEDIATE OR
FUTURE DELIVERY WITHOUT ANY ASSUMPTION OF CREDIT RISK, AND FOR SUCH PRICE OR
PRICES AND ON SUCH TERMS AS THE PLEDGEE IN ITS ABSOLUTE DISCRETION MAY
DETERMINE; PROVIDED THAT AT LEAST 10 DAYS' NOTICE OF THE TIME AND PLACE OF ANY
SUCH SALE SHALL BE GIVEN TO SUCH PLEDGOR. THE PLEDGEE SHALL NOT BE OBLIGATED TO
MAKE SUCH SALE OF COLLATERAL REGARDLESS OF WHETHER ANY SUCH NOTICE OF