CODE) HAS BEEN DELIVERED TO LENDER.
5.
COVENANTS.
BORROWER COVENANTS AND AGREES WITH LENDER THAT, FROM
AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE DEBT (EXCLUSIVE OF ANY
INDEMNIFICATION OR OTHER OBLIGATIONS WHICH ARE EXPRESSLY STATED IN ANY OF THE
LOAN DOCUMENTS TO SURVIVE SATISFACTION OF THE NOTE) IS PAID IN FULL:
(A)
ACKNOWLEDGEMENTS OF PARTIES.
IF BORROWER SHALL, AS A RESULT OF
ITS OWNERSHIP OF THE PLEDGED INTERESTS, BECOME ENTITLED TO RECEIVE OR SHALL
RECEIVE A LIMITED PARTNERSHIP CERTIFICATE OR A MEMBERSHIP CERTIFICATE IN GP
PLEDGOR (INCLUDING, WITHOUT LIMITATION, ANY CERTIFICATE REPRESENTING A
DISTRIBUTION IN CONNECTION WITH ANY RECLASSIFICATION, INCREASE OR REDUCTION OF
CAPITAL OR ANY CERTIFICATE ISSUED IN CONNECTION WITH ANY REORGANIZATION), OPTION
OR RIGHTS, WHETHER IN ADDITION TO, IN SUBSTITUTION OF, AS A CONVERSION OF, OR IN
EXCHANGE FOR ANY OF THE PLEDGED INTERESTS, OR OTHERWISE IN RESPECT THEREOF,
BORROWER SHALL ACCEPT THE SAME AS LENDER'S
AGENT, HOLD THE SAME IN TRUST FOR LENDER AND DELIVER THE SAME FORTHWITH TO
LENDER IN THE EXACT FORM RECEIVED, DULY ENDORSED BY BORROWER TO LENDER, IF
REQUIRED, TOGETHER WITH AN UNDATED MEMBERSHIP INTEREST POWER COVERING SUCH
CERTIFICATE DULY EXECUTED IN BLANK AND WITH, IF LENDER SO REQUESTS, SIGNATURE
GUARANTEED, TO BE HELD BY LENDER HEREUNDER AS ADDITIONAL SECURITY FOR THE DEBT.
ANY SUMS PAID UPON OR IN RESPECT OF THE PLEDGED INTERESTS UPON THE LIQUIDATION
OR DISSOLUTION OF MORTGAGE BORROWER SHALL BE PAID OVER TO LENDER TO BE HELD BY
IT HEREUNDER AS ADDITIONAL SECURITY FOR THE DEBT, AND IN CASE ANY DISTRIBUTION
OF CAPITAL SHALL BE MADE ON OR IN RESPECT OF THE PLEDGED INTERESTS OR ANY
PROPERTY SHALL BE DISTRIBUTED UPON OR WITH RESPECT TO THE PLEDGED INTERESTS
PURSUANT TO THE RECAPITALIZATION OR RECLASSIFICATION OF THE CAPITAL OF MORTGAGE
BORROWER OR PURSUANT TO THE REORGANIZATION THEREOF, THE PROPERTY SO DISTRIBUTED
SHALL BE DELIVERED TO LENDER TO BE HELD BY IT, SUBJECT TO THE TERMS HEREOF, AS
ADDITIONAL SECURITY FOR THE DEBT.
IF ANY SUMS OF MONEY OR PROPERTY SO PAID OR
DISTRIBUTED IN RESPECT OF THE PLEDGED INTERESTS SHALL BE RECEIVED BY BORROWER,
BORROWER SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR DELIVERED TO LENDER,
HOLD SUCH MONEY OR PROPERTY IN TRUST FOR LENDER, SEGREGATED FROM OTHER FUNDS OF
BORROWER, AS ADDITIONAL SECURITY FOR THE DEBT.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, BORROWER SHALL NOT,
DIRECTLY OR INDIRECTLY (I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT,
MORTGAGE BORROWER TO ISSUE ANY EQUITY INTERESTS OR TO ISSUE ANY OTHER SECURITIES
CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR EXCHANGE FOR ANY EQUITY
INTERESTS IN THE MORTGAGE BORROWER, OR (II) EXCEPT AS PERMITTED BY THE LOAN
AGREEMENT, SELL, ASSIGN, TRANSFER, EXCHANGE OR OTHERWISE DISPOSE OF, OR GRANT
ANY OPTION WITH RESPECT TO, THE COLLATERAL, OR (III) CREATE, INCUR, AUTHORIZE OR
PERMIT TO EXIST ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF ANY PERSON WITH
RESPECT TO, ANY OF THE COLLATERAL, OR ANY INTEREST THEREIN, EXCEPT FOR THE LIEN