previous sentence shall be
deemed to amend and supersede any inconsistent provision in the Partnership
Agreement or other agreements or documents to which Pledgor is subject or by
which it is bound.
Pledgor shall execute all such further documents and do all
such further things as may be reasonably requested by Secured Party to effect
Secured Party's ability to exercise Pledgor's rights with respect to the
Collateral and under the Partnership Agreement.
5
COVENANTS OF PLEDGOR
Until the security interests of Secured Party terminate pursuant to this
Agreement, Pledgor shall comply with the following covenants and agreements and
shall exercise its rights with respect to the Collateral and as otherwise
provided in the Partnership Agreement to cause the Partnership to comply with
the following covenants and agreements:
5.1
PLEDGOR SHALL PERFORM FULLY AND TIMELY ITS
OBLIGATIONS, COVENANTS AND AGREEMENTS HEREUNDER (INCLUDING THE PERFORMANCE OF
THE OBLIGATIONS).
5.2
PLEDGOR SHALL EXECUTE AND DELIVER, UPON
REQUEST OF SECURED PARTY, FROM TIME TO TIME, SUCH FINANCING STATEMENTS,
CONTINUATION STATEMENTS, ASSIGNMENTS, SECURITY AGREEMENTS AND SUCH OTHER
INSTRUMENTS OR DOCUMENTS AS SECURED PARTY MAY REQUEST TO PERFECT, AND TO KEEP
AND CONTINUE PERFECTED AT ALL TIMES, SECURED PARTY'S SECURITY INTEREST IN THE
COLLATERAL.
5.3
PLEDGOR HEREBY COVENANTS AND AGREES WITH
SECURED PARTY THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PARTNERSHIP
AGREEMENT, ANY PAYMENTS WHICH WOULD HAVE BEEN PAID TO PLEDGOR PURSUANT TO THE
PARTNERSHIP AGREEMENT OR BY LAW IN CONNECTION WITH ANY LIQUIDATION OF THE
PARTNERSHIP SHALL BE PAID TO SECURED PARTY AND APPLIED TO THE REPAYMENT OF THE
OBLIGATIONS PRIOR TO BEING PAID TO PLEDGOR.
5.4
PLEDGOR SHALL NOT PERMIT THE PARTNERSHIP,
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF SECURED PARTY, TO (A) ISSUE ANY
SECURITIES OR INTERESTS OF ANY KIND OR ANY OPTIONS, WARRANTS OR OTHER RIGHTS
ENTITLING ANY PERSON OR ENTITY TO ACQUIRE ANY MEMBER INTERESTS, (B) MAKE ANY
COMMITMENT TO PURCHASE, LIQUIDATE OR OTHERWISE ACQUIRE ANY SUCH SECURITIES OR
INTERESTS, (C) AMEND THE PARTNERSHIP AGREEMENT, OR (D) AUTHORIZE OR CAUSE ANY
CHANGE IN ITS CAPITAL STRUCTURE.
5.5
PLEDGOR SHALL NOT TRANSFER, SELL, ENCUMBER
OR OTHERWISE DISPOSE OF THE COLLATERAL, AND SHALL NOT CREATE, ASSUME OR SUFFER
TO EXIST ANY SECURITY INTEREST, LIEN, CHARGE OR OTHER ENCUMBRANCE IN FAVOR OF
ANY INDIVIDUAL OR ENTITY IN, ON OR TO ANY OF THE COLLATERAL, EXCEPT AS CREATED
HEREUNDER.
4
6
RIGHTS AND REMEDIES OF SECURED PARTY
6.1
IN ADDITION TO ANY OTHER RIGHTS ACCORDED TO
SECURED PARTY HEREUNDER, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
EVENT OF DEFAULT:
6.1.1
SECURED PARTY SHALL BE ENTITLED TO RECEIVE ANY CASH
DISTRIBUTIONS OR PAYMENTS ON THE COLLATERAL AND TO EXERCISE IN SECURED PARTY'S
DISCRETION ALL RIGHTS PERTAINING TO THE COLLATERAL.
6.1.2
SECURED PARTY SHALL HAVE THE RIGHT TO EXERCISE ALL
RIGHTS WITH RESPECT TO THE COLLATERAL AS IF IT WERE THE SOLE AND ABSOLUTE OWNER
THEREOF, INCLUDING, WITHOUT LIMITATION, TO EXERCISE DECISION-MAKING OR CONSENT
RIGHTS WITH RESPECT TO AND/OR TO EXCHANGE, AT ITS SOLE DISCRETION, ANY OR ALL OF
THE COLLATERAL IN CONNECTION