Investment Property as though Lender was the outright owner
thereof, and (J)
exercise any other rights or remedies Lender may have under the UCC, other
applicable
law, or otherwise.
(ii) EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS
LENDER
AS
ITS
PROXY
AND
ATTORNEY-IN-FACT
FOR
SUCH
LOAN
PARTY
WITH RESPECT TO ALL OF EACH SUCH LOAN PARTY'S INVESTMENT PROPERTY WITH
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THE RIGHT, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT NOTICE,
TO
TAKE ANY OF THE FOLLOWING ACTIONS:
(A) TRANSFER AND REGISTER IN LENDER'S
NAME,
OR
IN
THE
NAME
OF
ITS
NOMINEE,
THE
WHOLE
OR
ANY
PART
OF
THE
INVESTMENT
PROPERTY,
(B) VOTE
THE
PLEDGED
EQUITY,
WITH
FULL
POWER
OF
SUBSTITUTION TO DO SO, (C) RECEIVE AND COLLECT ANY DIVIDEND OR ANY OTHER
PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE INVESTMENT
PROPERTY OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND
TO
INDORSE ANY INSTRUMENT MADE PAYABLE TO ANY LOAN PARTY FOR THE SAME,
(D)
EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES, AND REMEDIES (INCLUDING
ALL
ECONOMIC RIGHTS, ALL CONTROL RIGHTS, AUTHORITY AND POWERS, AND ALL
STATUS
RIGHTS OF EACH
LOAN PARTY
AS A MEMBER OR AS A SHAREHOLDER (AS
APPLICABLE) OF
THE ISSUER) TO WHICH A HOLDER OF THE PLEDGED COLLATERAL
WOULD BE ENTITLED
(INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY, GIVING OR
WITHHOLDING WRITTEN
CONSENTS OF MEMBERS OR SHAREHOLDERS, CALLING
SPECIAL MEETINGS OF MEMBERS OR
SHAREHOLDERS, AND VOTING AT SUCH
MEETINGS), AND (E) TAKE ANY ACTION AND TO
EXECUTE ANY INSTRUMENT WHICH
LENDER MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES OF
THIS AGREEMENT.
THE APPOINTMENT OF LENDER AS PROXY
AND ATTORNEY-IN-FACT
IS
COUPLED
WITH
AN
INTEREST
AND
SHALL
BE
VALID
AND
IRREVOCABLE
UNTIL
(X) ALL OF THE OBLIGATIONS HAVE BEEN
INDEFEASIBLY
PAID IN FULL IN CASH IN
ACCORDANCE
WITH
THE
PROVISIONS
OF
THIS
AGREEMENT
AND
THE
OTHER
LOAN
DOCUMENTS, (Y) LENDER HAS NO FURTHER OBLIGATIONS UNDER
THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, AND (Z) THE COMMITMENTS UNDER THIS
AGREEMENT
HAVE EXPIRED OR HAVE BEEN TERMINATED (IT BEING UNDERSTOOD AND AGREED
THAT
SUCH
OBLIGATIONS
WILL
BE
AUTOMATICALLY
REINSTATED
IF
AT ANY TIME
PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY LENDER FOR ANY REASON WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR
OTHERWISE
UNDER
ANY
BANKRUPTCY,
INSOLVENCY,
OR
SIMILAR
LAW,
ALL
AS
THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT
IN THE
EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR
MUST
BE
RESTORED
OR
RETURNED,
ALL
REASONABLE
OUT-OF-POCKET
COSTS
AND
EXPENSES
(INCLUDING,
WITHOUT
LIMITATION, ALL REASONABLE ATTORNEYS'
FEES
AND
DISBURSEMENTS) INCURRED BY LENDER IN DEFENDING AND ENFORCING SUCH
REINSTATEMENT
SHALL
HEREBY
BE
DEEMED
TO
BE
INCLUDED
AS A PART OF THE
OBLIGATIONS).
SUCH APPOINTMENT OF LENDER AS PROXY AND AS ATTORNEY-IN-FACT
SHALL BE VALID AND
IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY
LIMITATIONS TO THE CONTRARY
SET FORTH IN ANY ORGANIC DOCUMENTS OF ANY