WITH A MERGER, REORGANIZATION, CONSOLIDATION,
RECAPITALIZATION OR OTHER READJUSTMENT CONCERNING OR INVOLVING THE COLLATERAL OR
PLEDGOR.
6.1.3
PLEDGOR SHALL TAKE ANY ACTION NECESSARY OR REQUIRED
OR REQUESTED BY SECURED PARTY IN ORDER TO ALLOW SECURED PARTY FULLY TO ENFORCE
ITS SECURITY INTEREST IN THE COLLATERAL HEREUNDER AND TO REALIZE THEREON TO THE
FULLEST EXTENT POSSIBLE, INCLUDING, BUT NOT LIMITED TO, THE FILING OF ANY CLAIMS
WITH ANY COURT, LIQUIDATOR, TRUSTEE, GUARDIAN, RECEIVER OR OTHER LIKE PERSON OR
PARTY.
6.1.4
SECURED PARTY SHALL HAVE ALL OF THE RIGHTS OF A
SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE OF TEXAS, AS
AMENDED, AND ANY OTHER APPLICABLE LAW INCLUDING THE RIGHT TO SELL ANY OR ALL OF
THE COLLATERAL AT ONE OR MORE PUBLIC OR PRIVATE SALES UPON AT LEAST TEN (10)
DAYS' WRITTEN NOTICE TO PLEDGOR (AT THE ADDRESS SET FORTH IN OR DESIGNATED
PURSUANT TO SECTION 11.1 HEREOF) OF THE TIME AND PLACE OF ANY PUBLIC SALE AND OF
THE DATE ON WHICH THE COLLATERAL WILL FIRST BE OFFERED FOR SALE IN THE CASE OF
ANY PRIVATE SALE AND TO BID THEREAT OR PURCHASE ANY PART OR ALL THEREOF IN ITS
OWN OR A NOMINEE'S NAME, FREE AND CLEAR OF ANY EQUITY OF REDEMPTION; AND TO
APPLY THE NET PROCEEDS OF THE SALE, AFTER DEDUCTION FOR ANY COSTS AND EXPENSES
OF SALE (INCLUDING ANY LIABILITIES INCURRED IN CONNECTION THEREWITH) INCLUDING
REASONABLE ATTORNEYS' FEES, TO THE PAYMENT OF THE OBLIGATIONS IN ANY MANNER OR
ORDER WHICH SECURED PARTY, IN ITS SOLE DISCRETION, MAY ELECT, TO THE PAYMENT OF
ANY OTHER AMOUNT REQUIRED BY LAW, AND TO PAY ANY REMAINING NET PROCEEDS (IF ANY)
TO PLEDGOR OR ITS SUCCESSORS OR ASSIGNS OR TO WHOMSOEVER MAY LAWFULLY BE
ENTITLED TO RECEIVE THE SAME OR AS A COURT OF COMPETENT JURISDICTION MAY DIRECT,
WITHOUT FURTHER NOTICE TO OR CONSENT OF PLEDGOR AND WITHOUT REGARD TO ANY
EQUITABLE PRINCIPLES OF MARSHALLING OR OTHER LIKE EQUITABLE DOCTRINES.
PLEDGOR
HEREBY ACKNOWLEDGES AND AGREES THAT THE NOTICE PROVIDED FOR ABOVE IS
REASONABLE.
PLEDGOR HEREBY WAIVES ANY RIGHTS IT MAY HAVE OF EQUITY, REDEMPTION,
STAY OR APPRAISAL WITH RESPECT TO THE COLLATERAL.
5
6.2
IN THE EVENT THAT AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE SECURED PARTY SHALL SELL ALL
OR ANY OF THE COLLATERAL TO ANOTHER PARTY OR PARTIES (HEREIN CALLED "PURCHASER")
OR SHALL PURCHASE ALL OR ANY OF THE COLLATERAL OR RETAIN THE COLLATERAL PURSUANT
TO ITS RIGHTS SO TO DO, PLEDGOR SHALL USE ITS BEST EFFORTS TO:
(I)
DELIVER TO THE SECURED PARTY OR
PURCHASER, AS THE CASE MAY BE, THE BOOKS OF ACCOUNT, DEEDS, LEASES, INDENTURES,
AGREEMENTS, EVIDENCES OF INDEBTEDNESS AND FINANCIAL RECORDS AND ALL OTHER
DOCUMENTS AND RECORDS OF THE PARTNERSHIP;
(II)
OBTAIN RESIGNATIONS OF THE PERSONS THEN
SERVING AS OFFICERS OR MANAGERS, IF ANY, OF THE PARTNERSHIP; AND
(III)
USE ALL REASONABLE EFFORTS TO OBTAIN ANY
APPROVALS (OTHER THAN FOR A REGISTRATION UNDER FEDERAL OR STATE SECURITIES LAWS)
THAT ARE REQUIRED BY ANY GOVERNMENTAL