OTHER RIGHTS WITH RESPECT TO THE EQUITY
INTERESTS AS LONG AS NO VOTE SHALL BE CAST, OR RIGHT EXERCISED OR OTHER ACTION
TAKEN WHICH WOULD, DIRECTLY OR INDIRECTLY, MATERIALLY IMPAIR THE VALUE OF ANY
COLLATERAL OR WHICH WOULD BE INCONSISTENT WITH OR RESULT IN A DEFAULT UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
UPON THE RECEIPT OF A WRITTEN
REQUEST FROM BORROWER, LENDER SHALL EXECUTE AND DELIVER (OR CAUSE TO BE EXECUTED
AND DELIVERED) TO BORROWER ALL SUCH PROXIES AND OTHER INSTRUMENTS AS BORROWER
MAY REASONABLY REQUEST FOR THE PURPOSE OF ENABLING BORROWER TO EXERCISE THE
VOTING AND OTHER RIGHTS WHICH IT IS ENTITLED TO EXERCISE AND TO RECEIVE THE
DIVIDENDS OR INTEREST PAYMENTS WHICH IT IS AUTHORIZED TO RECEIVE AND RETAIN
PURSUANT TO THIS AGREEMENT.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, THE AFORESAID RIGHTS SHALL IMMEDIATELY AND AUTOMATICALLY
VEST IN LENDER.
(B)
IF BORROWER SHALL RECEIVE, BY VIRTUE OF BORROWER'S BEING OR HAVING
BEEN AN OWNER OF ANY EQUITY INTEREST, (I) ANY DISTRIBUTIONS OR DIVIDENDS PAYABLE
IN CASH (EXCEPT SUCH DISTRIBUTIONS AND DIVIDENDS PERMITTED TO BE RETAINED BY
BORROWER PURSUANT TO SUB-SECTION (A) ABOVE) OR IN SECURITIES OR OTHER PROPERTY,
OR (II) ANY DISTRIBUTIONS OR DIVIDENDS IN CONNECTION WITH A PARTIAL OR TOTAL
LIQUIDATION OR DISSOLUTION OR A RECLASSIFICATION, INCREASE OR REDUCTION OF
CAPITAL, CAPITAL SURPLUS OR PAID-IN CAPITAL, BORROWER SHALL RECEIVE THE SAME IN
TRUST FOR LENDER, SEGREGATE THE SAME FROM ITS OTHER ASSETS AND PROMPTLY DELIVER
THE SAME TO LENDER IN THE EXACT FORM RECEIVED, WITH ANY NECESSARY ENDORSEMENT
AND/OR APPROPRIATE POWERS OR OTHER INSTRUMENTS OF ASSIGNMENT OR CONVEYANCE, TO
BE HELD BY LENDER AS COLLATERAL PURSUANT TO THIS AGREEMENT.
SECTION 2.20.
ADMISSION OF NEW EQUITY.
BORROWER WILL NOT AGREE TO ADMIT ANY
NEW OR SUBSTITUTE SHAREHOLDERS, MEMBERS OR PARTNERS INTO THE CORPORATIONS, LLCS
OR PARTNERSHIPS OR TRANSFER ITS INTERESTS IN THE CORPORATIONS, LLCS OR
PARTNERSHIPS UNLESS SUCH NEW SHAREHOLDER, MEMBER OR PARTNER EXECUTES AND
DELIVERS, AND AGREES TO BE BOUND BY, AN AGREEMENT, IN FORM AND CONTENT
SUBSTANTIALLY IDENTICAL TO THIS AGREEMENT, PURSUANT TO WHICH SUCH NEW
SHAREHOLDER, MEMBER OR PARTNER PLEDGES ITS INTERESTS IN THE CORPORATIONS, LLCS
OR PARTNERSHIPS TO LENDER AND SUCH ADMISSION IS OTHERWISE IN ACCORDANCE WITH THE
TERMS OF THE APPLICABLE ORGANIZATIONAL DOCUMENTS AND THE LOAN DOCUMENTS.
SECTION 2.21.
PROCEEDS OF COLLATERAL.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ALL PROCEEDS OF THE COLLATERAL RECEIVED BY
BORROWER SHALL BE PROMPTLY DELIVERED TO LENDER, IN THE SAME FORM AS RECEIVED,
WITH THE ADDITION ONLY OF SUCH ENDORSEMENTS AND ASSIGNMENTS AS MAY BE NECESSARY
TO TRANSFER TITLE TO LENDER, AND PENDING SUCH DELIVERY, SUCH PROCEEDS SHALL BE
HELD IN TRUST FOR LENDER; AND SUCH PROCEEDS SHALL BE APPLIED TO THE DEBT IN SUCH
ORDER AND MANNER AS LENDER SHALL DIRECT IN ITS SOLE DISCRETION.
SECTION 2.22.
ADMISSION OF LENDER AS SHAREHOLDER, MEMBER, PARTNER.
IN THE
EVENT THAT LENDER FORECLOSES ON THE COLLATERAL, NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE ORGANIZATIONAL