UCC (WHETHER
OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I) WITHOUT
NOTICE EXCEPT AS SPECIFIED BELOW SELL THE COLLATERAL OR ANY PART THEREOF IN ONE
OR MORE PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY OF THE AGENT'S OFFICES OR
ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND AT SUCH PRICE OR
PRICES AND UPON SUCH OTHER TERMS AS THE AGENT MAY DEEM COMMERCIALLY REASONABLE;
AND (II) EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF THE PLEDGOR UNDER OR IN
CONNECTION WITH THE ASSIGNED AGREEMENTS, THE GROWTH PRIDES PURCHASE CONTRACTS OR
OTHERWISE IN RESPECT OF THE COLLATERAL.
THE PLEDGOR AGREES THAT, TO THE EXTENT
NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS' NOTICE TO THE
PLEDGOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE AGENT
SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE OF
SALE HAVING BEEN GIVEN.
THE AGENT MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM
TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE
MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE
AGENT MAY NOT TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL THAT THE PLEDGOR IS
NOT ENTITLED TO TAKE WITH RESPECT TO SUCH COLLATERAL, AND PRIOR TO BEING
REQUIRED TO TAKE ANY ACTION HEREUNDER, THE PLEDGOR SHALL BE ENTITLED TO RECEIVE
WRITTEN NOTICE OF SUCH REQUEST, AND, AT ITS EXPENSE, TO OBTAIN ADVICE OF COUNSEL
SATISFACTORY TO IT THAT ANY SUCH ACTION TO BE TAKEN BY IT PURSUANT TO THE
AGENT'S REQUEST IS PERMITTED UNDER THE TERMS OF THE GROWTH PRIDES PURCHASE
CONTRACTS, THE ASSIGNED AGREEMENTS AND/OR ANY OTHER INDENTURE, AGREEMENT,
INSTRUMENT OR DOCUMENT RELATING THERETO.
7
(B)
ANY CASH HELD BY OR ON BEHALF OF THE AGENT AND ALL CASH PROCEEDS
RECEIVED BY OR ON BEHALF OF THE AGENT IN RESPECT OF ANY SALE OF, COLLECTION
FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL SHALL, AT ANY
TIME AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE AGENT PURSUANT TO SECTION 11
HEREOF, BE APPLIED BY THE AGENT FOR THE RATABLE BENEFIT OF THE SECURED PARTIES
AGAINST ALL OR ANY PART OF THE OBLIGATIONS, AS PROVIDED HEREIN.
(C)
ALL PAYMENTS RECEIVED BY THE PLEDGOR UNDER OR IN CONNECTION WITH ANY
GROWTH PRIDES PURCHASE CONTRACT, ANY ASSIGNED AGREEMENT OR OTHERWISE IN RESPECT
OF THE COLLATERAL SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF THE AGENT, SHALL
BE SEGREGATED FROM OTHER FUNDS OF THE PLEDGOR AND SHALL BE FORTHWITH PAID OVER
TO THE AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT),
TO THE AGENT'S ACCOUNT NO. [
],
ABA#[
], IN THE NAME OF THE AGENT, MAINTAINED AT ITS
OFFICE LOCATED AT ONE WALL STREET, NEW YORK, NY 10286,