ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY
RECEIVED BY IT; BUT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO ANY GRANTOR
TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR OPTION AND THE ADMINISTRATIVE AGENT AND
THE LENDERS SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO
DOING.
IN FURTHERANCE THEREOF, EACH GRANTOR HEREBY AUTHORIZES AND INSTRUCTS
EACH ISSUER WITH RESPECT TO ANY COLLATERAL CONSISTING OF PLEDGED INVESTMENT
PROPERTY AND PARTNERSHIP/LLC INTERESTS TO (I) COMPLY WITH ANY INSTRUCTION
RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT (A) STATES THAT AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (B) IS OTHERWISE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT ANY OTHER OR FURTHER
INSTRUCTIONS FROM SUCH GRANTOR, AND EACH GRANTOR AGREES THAT EACH ISSUER SHALL
BE FULLY PROTECTED IN SO COMPLYING, AND (II) EXCEPT AS OTHERWISE EXPRESSLY
PERMITTED HEREBY, PAY ANY DIVIDENDS, DISTRIBUTIONS OR OTHER PAYMENTS WITH
RESPECT TO ANY PLEDGED INVESTMENT PROPERTY OR PARTNERSHIP/LLC INTERESTS DIRECTLY
TO THE ADMINISTRATIVE AGENT; AND
(IV)
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO (BUT SHALL NOT BE
REQUIRED TO) DO ALL OTHER ACTS WHICH THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY
OR PROPER TO PROTECT ITS SECURITY INTEREST GRANTED HEREUNDER, PROVIDED SUCH ACTS
ARE NOT INCONSISTENT WITH OR IN VIOLATION OF THE TERMS OF ANY OF THE CREDIT
AGREEMENT, OF THE OTHER LOAN DOCUMENTS OR APPLICABLE LAW.
(B)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AND THE ADMINISTRATIVE AGENT SHALL HAVE GIVEN NOTICE TO THE RELEVANT GRANTOR OF
THE ADMINISTRATIVE AGENT'S INTENT TO EXERCISE ITS CORRESPONDING RIGHTS PURSUANT
TO SECTION 5.2(A), EACH GRANTOR SHALL BE PERMITTED TO RECEIVE ALL CASH
DIVIDENDS, PAYMENTS OR OTHER DISTRIBUTIONS MADE IN RESPECT OF ANY PLEDGED
INVESTMENT PROPERTY AND PARTNERSHIP/LLC INTERESTS, IN EACH CASE PAID IN THE
NORMAL COURSE OF BUSINESS OF THE RELEVANT ISSUER AND CONSISTENT WITH PAST
PRACTICE, TO THE EXTENT PERMITTED
14
IN THE CREDIT AGREEMENT, AND TO EXERCISE ALL VOTING AND OTHER CORPORATE, COMPANY
AND PARTNERSHIP RIGHTS WITH RESPECT TO ANY PLEDGED INVESTMENT PROPERTY AND
PARTNERSHIP/LLC INTERESTS.
SECTION 5.3.
REGISTRATION RIGHTS.
(A)
IF THE ADMINISTRATIVE AGENT SHALL DETERMINE THAT IN ORDER TO
EXERCISE ITS RIGHT TO SELL ANY OR ALL OF THE COLLATERAL IT IS NECESSARY OR
ADVISABLE TO HAVE SUCH COLLATERAL REGISTERED UNDER THE PROVISIONS OF THE
SECURITIES ACT (ANY SUCH COLLATERAL, THE "RESTRICTED SECURITIES COLLATERAL"),
THE RELEVANT GRANTOR WILL CAUSE EACH APPLICABLE ISSUER (AND THE OFFICERS AND
DIRECTORS THEREOF) TO (I) EXECUTE AND DELIVER ALL SUCH INSTRUMENTS AND
DOCUMENTS, AND DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE, IN THE
OPINION OF THE ADMINISTRATIVE AGENT, NECESSARY OR ADVISABLE TO REGISTER SUCH
RESTRICTED SECURITIES COLLATERAL, OR THAT PORTION THEREOF TO BE SOLD, UNDER THE
PROVISIONS OF THE SECURITIES ACT, (II) USE ITS BEST EFFORTS TO CAUSE THE
REGISTRATION STATEMENT RELATING THERETO TO BECOME EFFECTIVE AND TO REMAIN
EFFECTIVE FOR A PERIOD OF ONE YEAR FROM THE DATE OF THE FIRST PUBLIC OFFERING OF
SUCH RESTRICTED