OF ITS
OBLIGATIONS UNDER ANY DOCUMENT, INCLUDING, WITHOUT LIMITATION, THIS AGREEMENT,
AND SUCH DEFAULT SHALL NOT BE CURED DURING THE CURE PERIOD APPLICABLE THERETO;
(C)
ANY REPRESENTATION OR WARRANTY OF ANY PLEDGOR MADE HEREIN, IN ANY
DOCUMENT OR IN ANY AGREEMENT, STATEMENT OR CERTIFICATE GIVEN IN WRITING PURSUANT
HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH SHALL BE FALSE OR
MISLEADING IN ANY MATERIAL RESPECT;
(D)
ANY PORTION OF THE COLLATERAL IS SUBJECTED TO A LEVY OF EXECUTION,
ATTACHMENT, DISTRAINT OR OTHER JUDICIAL PROCESS OR ANY PORTION OF THE COLLATERAL
IS THE SUBJECT OF A CLAIM (OTHER THAN BY THE PLEDGEE) OF A LIEN OR OTHER RIGHT
OR INTEREST IN OR TO THE COLLATERAL AND SUCH LEVY OR CLAIM SHALL NOT BE CURED,
DISPUTED OR STAYED WITHIN A PERIOD OF FIFTEEN (15) BUSINESS DAYS AFTER THE
OCCURRENCE THEREOF; OR
(E)
ANY PLEDGOR SHALL (I) APPLY FOR, CONSENT TO, OR SUFFER TO EXIST
THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN,
TRUSTEE, LIQUIDATOR OR OTHER FIDUCIARY OF ITSELF OR OF ALL OR A SUBSTANTIAL PART
OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS,
(III) COMMENCE A VOLUNTARY CASE UNDER ANY STATE OR FEDERAL BANKRUPTCY LAWS (AS
NOW OR HEREAFTER IN EFFECT), (IV) BE ADJUDICATED A BANKRUPT OR INSOLVENT, (V)
FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW PROVIDING FOR THE
RELIEF OF DEBTORS, (VI) ACQUIESCE TO, OR FAIL TO HAVE DISMISSED, WITHIN THIRTY
(30) DAYS, ANY PETITION FILED AGAINST IT IN ANY INVOLUNTARY CASE UNDER SUCH
BANKRUPTCY LAWS, OR (VII) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF
THE FOREGOING.
8.
REMEDIES.
IN CASE AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS
CONTINUING, THE PLEDGEE MAY:
(A)
TRANSFER ANY OR ALL OF THE COLLATERAL INTO ITS NAME, OR INTO THE
NAME OF ITS NOMINEE OR NOMINEES;
(B)
EXERCISE ALL CORPORATE RIGHTS WITH RESPECT TO THE COLLATERAL
INCLUDING, WITHOUT LIMITATION, ALL RIGHTS OF CONVERSION, EXCHANGE, SUBSCRIPTION
OR ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO ANY SHARES OF THE
COLLATERAL AS IF IT WERE THE ABSOLUTE OWNER THEREOF, INCLUDING, BUT WITHOUT
LIMITATION, THE RIGHT TO EXCHANGE, AT ITS DISCRETION, ANY OR ALL OF THE
COLLATERAL UPON THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR
OTHER READJUSTMENT OF THE ISSUER THEREOF, OR UPON THE EXERCISE BY THE ISSUER OF
ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO ANY OF THE COLLATERAL, AND, IN
CONNECTION THEREWITH, TO DEPOSIT AND DELIVER ANY AND ALL OF THE COLLATERAL WITH
ANY COMMITTEE, DEPOSITORY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENT
UPON SUCH TERMS AND CONDITIONS AS IT MAY DETERMINE, ALL WITHOUT LIABILITY EXCEPT
TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY IT; AND
5
(C)
SUBJECT TO ANY REQUIREMENT OF APPLICABLE LAW, SELL, ASSIGN AND
DELIVER THE WHOLE OR, FROM TIME TO TIME, ANY PART OF THE COLLATERAL AT THE TIME
HELD BY THE PLEDGEE, AT ANY PRIVATE SALE OR AT PUBLIC AUCTION, WITH OR WITHOUT
DEMAND, ADVERTISEMENT OR NOTICE OF THE TIME OR