ALL PAYMENTS AND ASSETS DUE BORROWER
PURSUANT TO THE EQUITY INTERESTS AND/OR THE APPLICABLE ORGANIZATIONAL DOCUMENTS,
AND LENDER
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AND/OR SUCH NOMINEE(S) OR DESIGNEE(S) MAY THEREAFTER EXERCISE (A) ALL VOTING AND
OTHER RIGHTS PERTAINING TO THE EQUITY INTERESTS AND/OR THE OTHER COLLATERAL
UNDER THE ORGANIZATIONAL DOCUMENTS, AND (II) ANY AND ALL RIGHTS OF CONVERSION,
EXCHANGE, SUBSCRIPTION AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO
THE EQUITY INTERESTS AS IF THEY WERE THE ABSOLUTE OWNERS THEREOF (INCLUDING THE
RIGHT TO EXCHANGE AT THEIR DISCRETION ANY AND ALL OF THE EQUITY INTERESTS UPON
THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR OTHER CHANGE IN
THE STRUCTURE OF ANY CORPORATION, LLC OR PARTNERSHIP), OR UPON THE EXERCISE BY
BORROWER OR LENDER AND/OR SUCH NOMINEE(S) OR DESIGNEE(S) OF ANY RIGHT, PRIVILEGE
OR OPTION PERTAINING TO SUCH EQUITY INTERESTS, AND, IN CONNECTION THEREWITH, THE
RIGHT TO DEPOSIT AND DELIVER EVIDENCES OF THE EQUITY INTERESTS WITH ANY
COMMITTEE, DEPOSITORY, TRANSFER AGENT, REGISTRAR OR OTHER DESIGNATED AGENCY
(UPON SUCH TERMS AND CONDITIONS AS THEY MAY DETERMINE), ALL WITHOUT LIABILITY
EXCEPT TO ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY THEM, BUT NEITHER LENDER NOR
ANY SUCH NOMINEE OR DESIGNEE SHALL HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT,
PRIVILEGE OR OPTION AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DO SO OR
DELAY IN SO DOING.
FURTHER, UNLESS AND UNTIL LENDER AND/OR SUCH NOMINEE(S) OR
DESIGNEE(S) SUCCEEDS TO ACTUAL OWNERSHIP THEREOF, PURSUANT TO THE EXERCISE OF
LENDER'S REMEDIES DESCRIBED IN SUBSECTION (A) ABOVE, NEITHER LENDER NOR ANY SUCH
NOMINEE OR DESIGNEE SHALL BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION,
DUTY OR LIABILITY IN CONNECTION WITH THE EQUITY INTERESTS OR THE OTHER
COLLATERAL.
THE RIGHTS OF LENDER HEREUNDER SHALL NOT BE CONDITIONED OR
CONTINGENT UPON THE PURSUIT BY LENDER OF ANY OTHER RIGHT OR REMEDY AGAINST
BORROWER OR ANY GUARANTOR OF ANY OF THE DEBT, OR AGAINST ANY OTHER PERSON WHICH
MAY BE OR BECOME LIABLE IN RESPECT OF ALL OR ANY PART OF THE DEBT OR AGAINST ANY
OTHER COLLATERAL SECURITY THEREFOR, GUARANTEE THEREOF OR RIGHT OF OFFSET WITH
RESPECT THERETO.
NEITHER LENDER NOR ANY OF ITS NOMINEES OR DESIGNEES SHALL BE
LIABLE FOR ANY FAILURE TO DEMAND, COLLECT OR REALIZE UPON ALL OR ANY PART OF THE
COLLATERAL OR FOR ANY DELAY IN DOING SO, NOR SHALL THEY BE UNDER ANY OBLIGATION
TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF BORROWER OR
ANY OTHER PERSON OR TO TAKE ANY OTHER ACTION WHATSOEVER WITH REGARD TO THE
COLLATERAL OR ANY PART THEREOF.
(C)
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, LENDER MAY, AT ITS ELECTION, AND IN ADDITION TO ANY OTHER REMEDIES
AVAILABLE HEREUNDER, IN ITS SOLE AND ABSOLUTE DISCRETION, NO SUCH DUTY BEING
IMPOSED HEREBY, PAY, PURCHASE, CONTEST OR COMPROMISE ANY ENCUMBRANCE, CHARGE OR
LIEN WHICH IS PRIOR OR SUPERIOR TO ITS SECURITY INTEREST IN THE COLLATERAL AND
PAY ALL EXPENSES INCURRED THEREWITH (ANY PAYMENT OR EXPENSE SO INCURRED SHALL BE
DEEMED A PART OF THE DEBT