ITS OWN NAME IN ORDER NOT (A) TO MISLEAD OTHERS AS TO THE
IDENTITY WITH WHICH SUCH OTHER PARTY IS TRANSACTING BUSINESS, OR (B) TO SUGGEST
THAT SUCH PLEDGOR IS RESPONSIBLE FOR THE DEBTS OF ANY THIRD PARTY (INCLUDING ANY
GENERAL PARTNER, MANAGING MEMBER, SHAREHOLDER, PRINCIPAL OR AFFILIATE OF SUCH
PLEDGOR), (XV) FAIL TO MAINTAIN ADEQUATE CAPITAL FOR THE NORMAL OBLIGATIONS
REASONABLY FORESEEABLE IN A BUSINESS OF ITS SIZE AND CHARACTER
D-9
and in light of its contemplated business operations; or (xvi) file or consent
to the filing of any petition, either voluntary or involuntary, to take
advantage of any applicable insolvency, bankruptcy, liquidation or
reorganization statute, or make an assignment for the benefit of creditors.
DISTRIBUTIONS.
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED, AND IS CONTINUING, EACH PLEDGOR
AT ANY TIME MAY RECEIVE AND RETAIN AND, TO THE EXTENT PERMITTED BY THE CREDIT
AGREEMENT, DISTRIBUTE TO ITS OWNERS ALL DISTRIBUTIONS WITH RESPECT TO ITS
INTEREST IN THE PLEDGED INTERESTS.
AFTER AN EVENT OF DEFAULT SHALL HAVE OCCURRED, IF A PLEDGOR AT ANY TIME SHALL BE
ENTITLED TO RECEIVE ANY CASH DISTRIBUTIONS WITH RESPECT TO ANY PLEDGED INTEREST,
SUCH AMOUNT SHALL, IMMEDIATELY UPON RECEIPT BY EACH PLEDGOR, BE REMITTED TO
PLEDGEE FOR APPLICATION TO THE OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF
THE CREDIT AGREEMENT AND UNTIL SO REMITTED SHALL BE RECEIVED AND HELD BY EACH
PLEDGOR IN TRUST FOR PLEDGEE FOR THE BENEFIT OF THE SECURED PARTIES.
IN THE
EVENT A NON-CASH DISTRIBUTION SHALL BE PAID OR MADE TO ANY PLEDGOR IN RESPECT OF
ANY OF THE PLEDGED INTERESTS RELATED THERETO, SUCH PLEDGOR SHALL RECEIVE SUCH
DISTRIBUTION IN TRUST FOR THE SOLE PURPOSE OF FORTHWITH DELIVERING SUCH
DISTRIBUTION IN KIND (APPROPRIATELY ENDORSED IF NECESSARY) TO THE PLEDGEE, TO BE
ADDED TO THE COLLATERAL.
IF ANY PLEDGOR SHALL BECOME ENTITLED TO RECEIVE OR SHALL RECEIVE ANY INSTRUMENT,
CERTIFICATE, OPTION OR RIGHT, AS AN ADDITION TO AND IN RESPECT OF, IN
SUBSTITUTION OF, OR IN EXCHANGE FOR, ANY PLEDGED INTEREST OR ANY PART THEREOF,
SUCH PLEDGOR SHALL HOLD SUCH ITEM AS THE AGENT AND IN TRUST FOR THE PLEDGEE FOR
THE BENEFIT OF THE SECURED PARTIES, AND SHALL DELIVER IT FORTHWITH TO THE
PLEDGEE IN THE EXACT FORM RECEIVED, WITH THE PLEDGOR'S ENDORSEMENT OR ASSIGNMENT
OR OTHER INSTRUMENT AS THE PLEDGEE MAY DEEM APPROPRIATE, TO BE HELD BY THE
PLEDGEE, SUBJECT TO THE TERMS HEREOF, AS PART OF THE COLLATERAL.
REMEDIES.
(I) IF AN EVENT OF DEFAULT SHALL OCCUR AND THEN BE CONTINUING:
THE PLEDGEE, WITHOUT OBLIGATION TO RESORT TO ANY OTHER SECURITY, RIGHT OR REMEDY
GRANTED UNDER ANY OTHER AGREEMENT OR INSTRUMENT, SHALL HAVE THE RIGHT TO, IN
ADDITION TO ALL RIGHTS, POWERS AND REMEDIES OF A SECURED PARTY PURSUANT TO THE
CODE, AT ANY TIME AND FROM TIME TO TIME UPON TEN (10) BUSINESS DAYS' NOTICE TO
THE RESPECTIVE PLEDGOR, (I) CAUSE ANY OR ALL OF THE PLEDGED INTERESTS TO BE
REGISTERED IN OR TRANSFERRED INTO THE NAME OF THE PLEDGEE OR INTO THE NAME OF A