COLLATERAL AND NO SUCH DUTIES SHALL BE
IMPLIED AS ARISING HEREUNDER.
SECTION 7.
REMEDIES.
AT ANY TIME AFTER THE OCCURRENCE OF A DEFAULT
HEREUNDER, OR UNDER THE NOTE (AN "EVENT OF DEFAULT"), AND SO LONG AS SUCH EVENT
OF DEFAULT IS NOT CURED, LENDER HAS THE RIGHT TO DO ANY OR ALL OF THE FOLLOWING:
(A)
LENDER MAY EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF EACH
PLEDGOR UNDER OR IN CONNECTION WITH THE PARTNERSHIP AGREEMENT, OR OTHERWISE IN
RESPECT OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
VOTE UNDER THE PARTNERSHIP AGREEMENT.
(B)
UPON RECEIPT OF WRITTEN NOTICE OF SUCH EVENT OF DEFAULT FROM
LENDER, ALL RIGHTS OF EACH PLEDGOR TO RECEIVE THE DISTRIBUTIONS FROM THE SERIES
A UNITS SUCH PLEDGOR WOULD OTHERWISE BE AUTHORIZED TO RECEIVE AND RETAIN, SHALL
CEASE FOR SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING, AND ALL SUCH RIGHTS
SHALL THEREUPON BECOME VESTED IN LENDER WHO SHALL THEREUPON HAVE THE SOLE RIGHT
TO RECEIVE AND HOLD AS PLEDGED COLLATERAL SUCH DISTRIBUTIONS.
ALL DISTRIBUTIONS
WHICH ARE RECEIVED BY EITHER PLEDGOR CONTRARY TO THE PROVISIONS OF THIS SECTION
SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF LENDER AS SECURITY FOR THE NOTE,
SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH PLEDGOR, AND SHALL BE FORTHWITH
PAID OVER TO LENDER AS PLEDGED COLLATERAL IN THE SAME FORM AS SO RECEIVED (WITH
ANY NECESSARY ENDORSEMENT).
4
(C)
LENDER MAY: (I) FILE ANY CLAIMS, COMMENCE, MAINTAIN, SETTLE OR
DISCONTINUE ANY ACTIONS, SUITS OR OTHER PROCEEDINGS DEEMED BY LENDER IN ITS SOLE
DISCRETION NECESSARY OR ADVISABLE FOR THE PURPOSE OF COLLECTING UPON THE PLEDGED
COLLATERAL; AND (II) EXECUTE ANY INSTRUMENT AND DO ALL OTHER THINGS DEEMED
NECESSARY AND PROPER BY LENDER IN ITS SOLE DISCRETION TO PROTECT AND PRESERVE
AND PERMIT LENDER TO REALIZE UPON THE PLEDGED COLLATERAL AND THE OTHER RIGHTS
CONTEMPLATED THEREBY.
(D)
LENDER MAY EXERCISE IN RESPECT OF THE PLEDGED COLLATERAL, IN
ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE
TO IT, ALL THE RIGHTS AND REMEDIES OF A CREDITOR UPON DEFAULT UNDER THE UCC, AND
MAY ALSO, WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL THE PLEDGED COLLATERAL
OR ANY PART THEREOF AT PUBLIC OR
PRIVATE SALE, AT ANY EXCHANGE, BROKER'S BOARD
OR AT LENDER'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY,
AND UPON SUCH OTHER TERMS AS LENDER MAY DEEM COMMERCIALLY REASONABLE.
EACH
PLEDGOR AGREES THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT
LEAST TEN (10) DAYS' NOTICE TO PLEDGORS OF THE TIME AND PLACE OF ANY PUBLIC SALE
OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE SHALL (SUBJECT TO
APPLICABLE LAW) CONSTITUTE REASONABLE NOTIFICATION.
LENDER SHALL NOT BE
OBLIGATED TO MAKE ANY SALE OF PLEDGED COLLATERAL REGARDLESS OF NOTICE OF SALE
HAVING BEEN GIVEN.
LENDER MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO
TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY,
WITHOUT FURTHER NOTICE, BE