SUCH GRANTOR OR THE
ADMINISTRATIVE AGENT TO SELL, ASSIGN OR TRANSFER ANY PLEDGED INVESTMENT PROPERTY
OR PARTNERSHIP/LLC INTERESTS OR PROCEEDS THEREOF.
THE GRANTORS WILL DEFEND THE
RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT IN AND TO ANY PLEDGED
INVESTMENT PROPERTY AND PARTNERSHIP/LLC INTERESTS AGAINST THE CLAIMS AND DEMANDS
OF ALL PERSONS WHOMSOEVER.
(B)
IF ANY GRANTOR SHALL BECOME ENTITLED TO RECEIVE OR SHALL RECEIVE
(I) ANY CERTIFICATED SECURITIES (INCLUDING, WITHOUT LIMITATION, ANY CERTIFICATE
REPRESENTING A STOCK DIVIDEND OR A DISTRIBUTION IN CONNECTION WITH ANY
RECLASSIFICATION, INCREASE OR REDUCTION OF CAPITAL OR ANY
11
CERTIFICATE ISSUED IN CONNECTION WITH ANY REORGANIZATION), OPTION OR RIGHTS IN
RESPECT OF THE OWNERSHIP INTERESTS OF ANY ISSUER, WHETHER IN ADDITION TO, IN
SUBSTITUTION OF, AS A CONVERSION OF, OR IN EXCHANGE FOR, ANY PLEDGED INVESTMENT
PROPERTY, OR OTHERWISE IN RESPECT THEREOF, OR (II) ANY SUMS PAID UPON OR IN
RESPECT OF ANY PLEDGED INVESTMENT PROPERTY UPON THE LIQUIDATION OR DISSOLUTION
OF ANY ISSUER, SUCH GRANTOR SHALL ACCEPT THE SAME AS THE AGENT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, HOLD THE SAME IN TRUST FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS, SEGREGATED FROM OTHER FUNDS OF SUCH
GRANTOR, AND PROMPTLY DELIVER THE SAME TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH THE TERMS HEREOF.
(C)
NOTHING CONTAINED IN THIS AGREEMENT SHALL PROHIBIT ANY ISSUER FROM
REORGANIZING AS A LIMITED LIABILITY COMPANY OR A CORPORATION, PROVIDED THAT (I)
SUCH REORGANIZATION IS PERMITTED BY AND UNDERTAKEN IN COMPLIANCE WITH THE
PROVISIONS OF THE CREDIT AGREEMENT,
(II) SUCH REORGANIZATION IS UNDERTAKEN IN
COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
ARTICLE IV HEREOF, AND (III) ALL OF THE OWNERSHIP INTERESTS IN THE CONVERTED
ENTITY SHALL BE PLEDGED TO THE ADMINISTRATIVE AGENT AS COLLATERAL FOR THE
OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
SECTION 4.9.
FURTHER ASSURANCES.
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT
AND AT THE SOLE EXPENSE OF THE GRANTORS, EACH GRANTOR WILL PROMPTLY AND DULY
EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER INSTRUMENTS AND DOCUMENTS
AND TAKE SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST
FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS AGREEMENT
AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, ALL
APPLICATIONS, CERTIFICATES, INSTRUMENTS, REGISTRATION STATEMENTS, AND ALL OTHER
DOCUMENTS AND PAPERS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AND AS MAY
BE REQUIRED BY LAW IN CONNECTION WITH THE OBTAINING OF ANY CONSENT, APPROVAL,
REGISTRATION, QUALIFICATION, OR AUTHORIZATION OF ANY PERSON DEEMED NECESSARY OR
APPROPRIATE FOR THE EFFECTIVE EXERCISE OF ANY RIGHTS UNDER THIS AGREEMENT.
ARTICLE V
REMEDIAL PROVISIONS
SECTION 5.1.
GENERAL REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE
CONTINUING, THE ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, MAY EXERCISE, IN
ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED TO THEM IN THIS AGREEMENT AND
IN ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING OR RELATING TO THE
OBLIGATIONS, ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OR ANY
OTHER APPLICABLE LAW.
WITHOUT LIMITING