EXTENT AS A MEMBER UNDER THE APPLICABLE LIMITED LIABILITY
COMPANY AGREEMENT; (C) ALL PARTNERSHIP RIGHTS, POWERS AND PRIVILEGES WITH
RESPECT TO THE PLEDGED PARTNERSHIP INTERESTS TO THE SAME EXTENT AS A MEMBER
UNDER THE APPLICABLE PARTNERSHIP AGREEMENT; AND (D) ANY AND ALL RIGHTS OF
CONVERSION, EXCHANGE, SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS
PERTAINING TO SUCH SHARES OF THE PLEDGED COLLATERAL AS IF IT WERE THE ABSOLUTE
OWNER THEREOF (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO EXCHANGE AT ITS
DISCRETION ANY AND ALL OF THE PLEDGED COLLATERAL UPON THE MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION OR OTHER FUNDAMENTAL CHANGE IN THE CORPORATE OR
COMPANY STRUCTURE OF ANY OF THE ISSUERS, OR UPON THE EXERCISE BY PLEDGOR OR THE
LENDER OF ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO SUCH SHARES OR INTERESTS
OF THE PLEDGED COLLATERAL, AND IN CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND
DELIVER ANY AND ALL OF THE PLEDGED COLLATERAL WITH ANY COMMITTEE, DEPOSITORY,
TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AND
CONDITIONS AS IT MAY DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR
PROPERTY ACTUALLY RECEIVED BY IT, BUT THE LENDER SHALL HAVE NO DUTY TO EXERCISE
ANY SUCH RIGHT, PRIVILEGE OR OPTION AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE
TO DO SO OR DELAY IN SO DOING.
(C)
THE RIGHTS OF THE LENDER HEREUNDER SHALL NOT BE CONDITIONED OR
CONTINGENT UPON THE PURSUIT BY THE LENDER OF ANY RIGHT OR REMEDY AGAINST ANY OF
THE ISSUERS, BORROWER OR AGAINST ANY OTHER PERSON WHICH MAY BE OR BECOME LIABLE
IN RESPECT OF ALL OR ANY PART OF THE OBLIGATIONS OR AGAINST ANY OTHER COLLATERAL
SECURITY THEREFOR, GUARANTEE THEREOF OR RIGHT OF OFFSET WITH RESPECT THERETO.
THE LENDER SHALL NOT BE LIABLE FOR ANY FAILURE TO DEMAND, COLLECT OR REALIZE
UPON ALL OR ANY PART OF THE PLEDGED COLLATERAL OR FOR ANY DELAY IN DOING SO, NOR
SHALL IT BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY PLEDGED
COLLATERAL UPON THE REQUEST OF THE PLEDGORS OR ANY OTHER PERSON OR TO TAKE ANY
OTHER ACTION WHATSOEVER WITH REGARD TO THE PLEDGED COLLATERAL OR ANY PART
THEREOF.
7
8.
REMEDIES.
(A)
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AT
ANY TIME AT THE LENDER'S ELECTION, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN
THE LOAN AGREEMENT, THE LENDER MAY APPLY ALL OR ANY PART OF THE PROCEEDS HELD IN
ANY COLLATERAL ACCOUNT IN PAYMENT OF THE OBLIGATIONS IN SUCH ORDER AS THE LENDER
MAY ELECT.
(B)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THE LENDER
MAY EXERCISE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED IN THIS
PLEDGE 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 CODE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LENDER, WITHOUT
DEMAND OF PERFORMANCE OR OTHER DEMAND, PRESENTMENT, PROTEST, ADVERTISEMENT OR
NOTICE OF ANY KIND (EXCEPT ANY NOTICE REQUIRED BY LAW REFERRED TO