NOT INSURED,
AND, TO THE EXTENT NOT OTHERWISE INCLUDED, ANY INDEMNITY, WARRANTY, OR GUARANTY
PAYABLE BY REASON OF LOSS OR DAMAGE TO, OR OTHERWISE WITH RESPECT TO ANY OF THE
FOREGOING COLLATERAL (THE "PROCEEDS"). WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE TERM "PROCEEDS" INCLUDES WHATEVER IS RECEIVABLE OR RECEIVED WHEN
INVESTMENT RELATED PROPERTY OR PROCEEDS ARE SOLD, EXCHANGED, COLLECTED, OR
OTHERWISE DISPOSED OF, WHETHER SUCH DISPOSITION IS VOLUNTARY OR INVOLUNTARY, AND
INCLUDES, WITHOUT LIMITATION, PROCEEDS OF ANY INDEMNITY OR GUARANTY PAYABLE TO
ANY GRANTOR OR AGENT FROM TIME TO TIME WITH RESPECT TO ANY OF THE INVESTMENT
RELATED PROPERTY.
3.
SECURITY FOR SECURED OBLIGATIONS. THIS AGREEMENT AND THE SECURITY
INTEREST CREATED HEREBY SECURES THE PAYMENT AND PERFORMANCE OF ALL THE SECURED
OBLIGATIONS, WHETHER NOW EXISTING OR ARISING HEREAFTER. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THIS AGREEMENT SECURES THE PAYMENT OF ALL AMOUNTS
WHICH CONSTITUTE PART OF THE OBLIGATIONS OWED BY BORROWERS, OR ANY OF THEM, TO
AGENT, THE LENDER GROUP OR ANY OF THEM.
4.
GRANTORS REMAIN LIABLE. ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, (A) EACH OF THE GRANTORS SHALL REMAIN LIABLE UNDER THE
CONTRACTS AND AGREEMENTS INCLUDED IN THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, THE PLEDGED OPERATING AGREEMENTS AND THE PLEDGED PARTNERSHIP
AGREEMENTS, TO PERFORM ALL OF THE DUTIES AND OBLIGATIONS THEREUNDER TO THE SAME
EXTENT AS IF THIS AGREEMENT HAD NOT BEEN EXECUTED, (B) THE EXERCISE BY AGENT OR
ANY OTHER MEMBER OF THE LENDER GROUP OF ANY OF THE RIGHTS HEREUNDER SHALL NOT
RELEASE ANY GRANTOR FROM ANY OF ITS DUTIES OR OBLIGATIONS UNDER SUCH CONTRACTS
AND AGREEMENTS INCLUDED IN THE COLLATERAL, AND (C) NONE OF THE MEMBERS OF THE
LENDER GROUP SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER SUCH CONTRACTS AND
AGREEMENTS INCLUDED IN THE COLLATERAL BY REASON OF THIS AGREEMENT, NOR SHALL ANY
OF THE MEMBERS OF THE LENDER GROUP BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OR DUTIES OF ANY GRANTORS THEREUNDER OR TO TAKE ANY ACTION TO
COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER. UNTIL AN EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE CREDIT AGREEMENT, OR OTHER LOAN DOCUMENTS, GRANTORS SHALL HAVE
THE RIGHT TO POSSESSION AND ENJOYMENT OF THE COLLATERAL FOR THE PURPOSE OF
CONDUCTING THE ORDINARY COURSE OF THEIR RESPECTIVE BUSINESSES, SUBJECT TO AND
UPON THE TERMS HEREOF AND OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS THE INTENTION OF THE
PARTIES HERETO THAT RECORD AND BENEFICIAL OWNERSHIP OF THE PLEDGED INTERESTS,
INCLUDING, WITHOUT LIMITATION, ALL VOTING, CONSENSUAL, AND DIVIDEND RIGHTS,
SHALL REMAIN IN THE APPLICABLE GRANTOR UNTIL THE OCCURRENCE OF AN EVENT OF
DEFAULT AND UNTIL AGENT SHALL NOTIFY THE APPLICABLE GRANTOR OF AGENT'S EXERCISE
OF VOTING, CONSENSUAL, AND/OR DIVIDEND RIGHTS WITH RESPECT TO THE PLEDGED
INTERESTS PURSUANT TO SECTION 15 HEREOF.
6
5.
REPRESENTATIONS AND WARRANTIES. EACH GRANTOR HEREBY REPRESENTS
AND WARRANTS AS FOLLOWS, WHICH REPRESENTATIONS AND WARRANTIES SHALL BE
CONTINUING UNTIL THE SECURED OBLIGATIONS