RECOGNIZED BROKERAGE OR INVESTMENT FIRM
(BUT SHALL NOT BE OBLIGATED TO SEEK SUCH ADVICE AND THE FAILURE TO DO SO SHALL
NOT BE CONSIDERED IN DETERMINING THE COMMERCIAL REASONABLENESS OF SUCH ACTION)
AS TO THE BEST MANNER IN WHICH TO OFFER THE PLEDGED INTEREST FOR SALE AND AS TO
THE BEST PRICE REASONABLY OBTAINABLE AT THE PRIVATE SALE THEREOF; AND (B) SUCH
RELIANCE SHALL BE CONCLUSIVE EVIDENCE THAT AGENT HAS HANDLED THE DISPOSITION IN
A COMMERCIALLY REASONABLE MANNER.
15.
VOTING RIGHTS.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, (I) AGENT MAY, AT ITS OPTION, AND WITH 5 BUSINESS DAYS PRIOR NOTICE TO
ANY GRANTOR, AND IN
15
ADDITION TO ALL RIGHTS AND REMEDIES AVAILABLE TO AGENT UNDER ANY OTHER
AGREEMENT, AT LAW, IN EQUITY, OR OTHERWISE, EXERCISE ALL VOTING RIGHTS, AND ALL
OTHER OWNERSHIP OR CONSENSUAL RIGHTS IN RESPECT OF THE PLEDGED INTERESTS OWNED
BY SUCH GRANTOR, BUT UNDER NO CIRCUMSTANCES IS AGENT OBLIGATED BY THE TERMS OF
THIS AGREEMENT TO EXERCISE SUCH RIGHTS, AND (II) IF AGENT DULY EXERCISES ITS
RIGHT TO VOTE ANY OF SUCH PLEDGED INTERESTS, EACH GRANTOR HEREBY APPOINTS AGENT,
SUCH GRANTOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT AND IRREVOCABLE PROXY TO VOTE
SUCH PLEDGED INTERESTS IN ANY MANNER AGENT DEEMS ADVISABLE FOR OR AGAINST ALL
MATTERS SUBMITTED OR WHICH MAY BE SUBMITTED TO A VOTE OF SHAREHOLDERS, PARTNERS
OR MEMBERS, AS THE CASE MAY BE. THE POWER-OF-ATTORNEY GRANTED HEREBY IS COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE.
(B)
FOR SO LONG AS ANY GRANTOR SHALL HAVE THE RIGHT TO VOTE THE
PLEDGED INTERESTS OWNED BY IT, SUCH GRANTOR COVENANTS AND AGREES THAT IT WILL
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, VOTE OR TAKE ANY CONSENSUAL
ACTION WITH RESPECT TO SUCH PLEDGED INTERESTS WHICH WOULD MATERIALLY ADVERSELY
AFFECT THE RIGHTS OF AGENT AND THE OTHER MEMBERS OF THE LENDER GROUP OR THE
VALUE OF THE PLEDGED INTERESTS.
16.
REMEDIES. UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN
EVENT OF DEFAULT:
(A)
AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO
OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN, IN THE OTHER LOAN DOCUMENTS, OR
OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY ON
DEFAULT UNDER THE CODE OR ANY OTHER APPLICABLE LAW. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH GRANTOR EXPRESSLY AGREES THAT, IN ANY SUCH
EVENT, AGENT WITHOUT DEMAND OF PERFORMANCE OR OTHER DEMAND, ADVERTISEMENT OR
NOTICE OF ANY KIND (EXCEPT A NOTICE SPECIFIED BELOW OF TIME AND PLACE OF PUBLIC
OR PRIVATE SALE) TO OR UPON ANY OF GRANTORS OR ANY OTHER PERSON (ALL AND EACH OF
WHICH DEMANDS, ADVERTISEMENTS AND NOTICES ARE HEREBY EXPRESSLY WAIVED TO THE
MAXIMUM EXTENT PERMITTED BY THE CODE OR ANY OTHER APPLICABLE LAW), MAY TAKE
IMMEDIATE POSSESSION OF ALL OR ANY PORTION OF THE COLLATERAL AND (I) REQUIRE
GRANTORS TO, AND EACH GRANTOR HEREBY AGREES THAT IT WILL AT ITS OWN EXPENSE AND
UPON REQUEST OF AGENT FORTHWITH, ASSEMBLE ALL OR PART