ANY POWER TO TERMINATE, CANCEL OR MODIFY ANY PARTNERSHIP AGREEMENT OR
ANY LIMITED LIABILITY COMPANY AGREEMENT, TO EXECUTE ANY INSTRUMENTS AND TO TAKE
ANY AND ALL OTHER ACTION ON BEHALF OF AND IN THE NAME OF SUCH PLEDGOR IN RESPECT
OF ANY PARTNERSHIP INTEREST OR MEMBERSHIP INTEREST AND ANY PLEDGED PARTNERSHIP
AND ANY PLEDGED LLC TO MAKE DETERMINATIONS, TO EXERCISE ANY ELECTION (INCLUDING,
BUT NOT LIMITED TO, ELECTION OF REMEDIES) OR OPTION OR TO GIVE OR RECEIVE ANY
NOTICE, CONSENT, AMENDMENT, WAIVER OR APPROVAL, TOGETHER WITH FULL POWER AND
AUTHORITY TO DEMAND, RECEIVE, ENFORCE, COLLECT OR RECEIPT FOR ANY OF THE
FOREGOING, TO ENFORCE OR EXECUTE ANY CHECKS, OR OTHER INSTRUMENTS OR ORDERS, TO
FILE ANY CLAIMS AND TO TAKE ANY ACTION IN CONNECTION WITH ANY OF THE FOREGOING;
AND
6
(F)
ALL OTHER PROPERTY HEREAFTER DELIVERED IN
SUBSTITUTION FOR OR IN ADDITION TO ANY OF THE FOREGOING, ALL CERTIFICATES AND
INSTRUMENTS REPRESENTING OR EVIDENCING SUCH OTHER PROPERTY AND ALL CASH,
SECURITIES, INTEREST, DIVIDENDS, RIGHTS AND OTHER PROPERTY AT ANY TIME AND FROM
TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN
EXCHANGE FOR ANY OR ALL THEREOF;
(IV)
ALL SECURITY ENTITLEMENTS OWNED BY SUCH
PLEDGOR FROM TIME TO TIME IN ANY AND ALL OF THE FOREGOING; AND
(V)
ALL PROCEEDS OF ANY AND ALL OF THE
FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 3.1, EXCEPT
AS OTHERWISE REQUIRED BY SECTION 6.12 OF THE CREDIT AGREEMENT, NO PLEDGOR SHALL
BE REQUIRED TO PLEDGE HEREUNDER ANY MARGIN STOCK OWNED BY SUCH PLEDGOR.
3.2
Procedures.
(a)
To the extent that any
Pledgor at any time or from time to time owns, acquires or obtains any right,
title or interest in any Collateral, such Collateral shall automatically (and
without the taking of any action by such Pledgor) be pledged pursuant to
Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to
the extent provided below) forthwith take the following actions as set forth
below:
(I)
WITH RESPECT TO A CERTIFICATED SECURITY
(OTHER THAN A CERTIFICATED SECURITY CREDITED ON THE BOOKS OF A CLEARING
CORPORATION OR SECURITIES INTERMEDIARY), SUCH PLEDGOR SHALL PHYSICALLY DELIVER
SUCH CERTIFICATED SECURITY TO THE PLEDGEE, ENDORSED TO THE PLEDGEE OR ENDORSED
IN BLANK;
(II)
WITH RESPECT TO AN UNCERTIFICATED SECURITY
(OTHER THAN AN UNCERTIFICATED SECURITY CREDITED ON THE BOOKS OF A CLEARING
CORPORATION OR SECURITIES INTERMEDIARY), SUCH PLEDGOR SHALL CAUSE THE ISSUER OF
SUCH UNCERTIFICATED SECURITY TO DULY AUTHORIZE, EXECUTE, AND DELIVER TO THE
PLEDGEE, AN AGREEMENT FOR THE BENEFIT OF THE PLEDGEE AND THE OTHER SECURED
CREDITORS SUBSTANTIALLY IN THE FORM OF ANNEX E HERETO (APPROPRIATELY COMPLETED
TO THE SATISFACTION OF THE PLEDGEE AND WITH SUCH MODIFICATIONS, IF ANY, AS SHALL
BE SATISFACTORY TO THE PLEDGEE) PURSUANT TO WHICH SUCH ISSUER AGREES TO COMPLY
WITH ANY AND ALL INSTRUCTIONS ORIGINATED BY THE PLEDGEE WITHOUT FURTHER CONSENT
BY THE REGISTERED OWNER AND NOT TO COMPLY WITH INSTRUCTIONS REGARDING SUCH
UNCERTIFICATED SECURITY (AND ANY PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS
ISSUED