PARTNERSHIP/LLC INTERESTS AS IF IT WERE THE ABSOLUTE OWNER THEREOF (INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE
INVESTMENT PROPERTY OR ANY AND ALL OF THE PARTNERSHIP/LLC INTERESTS UPON THE
MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR OTHER FUNDAMENTAL
CHANGE IN THE CORPORATE, PARTNERSHIP OR COMPANY STRUCTURE OF ANY ISSUER OR UPON
THE EXERCISE BY ANY GRANTOR OR THE ADMINISTRATIVE AGENT OF ANY RIGHT, PRIVILEGE
OR OPTION PERTAINING TO SUCH INVESTMENT PROPERTY OR SUCH PARTNERSHIP/LLC
INTERESTS, AND IN CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER ANY AND
ALL OF THE INVESTMENT PROPERTY OR ANY AND ALL OF THE PARTNERSHIP/LLC INTERESTS
WITH ANY COMMITTEE, DEPOSITARY, TRANSFER AGENT, REGISTRAR OR
21
OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS THE ADMINISTRATIVE
AGENT MAY DETERMINE), ALL WITHOUT LIABILITY EXCEPT TO ACCOUNT FOR PROPERTY
ACTUALLY RECEIVED BY IT; BUT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO ANY
GRANTOR TO EXERCISE ANY SUCH RIGHT, PRIVILEGE OR OPTION AND THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO
DO SO OR DELAY IN SO DOING.
IN FURTHERANCE THEREOF, EACH GRANTOR HEREBY
AUTHORIZES AND INSTRUCTS EACH ISSUER WITH RESPECT TO ANY COLLATERAL CONSISTING
OF INVESTMENT PROPERTY AND PARTNERSHIP/LLC INTERESTS TO (I) COMPLY WITH ANY
INSTRUCTION RECEIVED BY IT FROM THE ADMINISTRATIVE AGENT IN WRITING THAT
(A) STATES THAT AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (B) IS
OTHERWISE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT ANY OTHER OR
FURTHER INSTRUCTIONS FROM SUCH GRANTOR, AND EACH GRANTOR AGREES THAT EACH ISSUER
SHALL BE FULLY PROTECTED IN SO COMPLYING FOLLOWING RECEIPT OF SUCH NOTICE AND
PRIOR TO NOTICE THAT SUCH EVENT OF DEFAULT IS NO LONGER CONTINUING, AND
(II) EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREBY, PAY ANY DIVIDENDS,
DISTRIBUTIONS OR OTHER PAYMENTS WITH RESPECT TO ANY INVESTMENT PROPERTY, OR ANY
PARTNERSHIP/LLC INTERESTS DIRECTLY TO THE ADMINISTRATIVE AGENT; AND
(V)
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO (BUT SHALL NOT BE
REQUIRED TO):
(A) PROCEED TO PERFORM ANY AND ALL OBLIGATIONS OF THE APPLICABLE
GRANTOR UNDER ANY MATERIAL CONTRACT AND EXERCISE ALL RIGHTS OF SUCH GRANTOR
THEREUNDER AS FULLY AS SUCH GRANTOR ITSELF COULD, (B) DO ALL OTHER ACTS WHICH
THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR PROPER TO PROTECT ITS SECURITY
INTEREST GRANTED HEREUNDER, PROVIDED SUCH ACTS ARE NOT INCONSISTENT WITH OR IN
VIOLATION OF THE TERMS OF ANY OF THE CREDIT AGREEMENT, OF THE OTHER LOAN
DOCUMENTS OR APPLICABLE LAW, AND (C) SELL, ASSIGN OR OTHERWISE TRANSFER ANY
MATERIAL CONTRACT IN ACCORDANCE WITH THE CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS AND APPLICABLE LAW, SUBJECT, HOWEVER, TO THE PRIOR APPROVAL OF EACH
OTHER PARTY TO SUCH MATERIAL CONTRACT, TO THE EXTENT REQUIRED UNDER THE MATERIAL
CONTRACT.
(C)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AND THE ADMINISTRATIVE AGENT SHALL HAVE GIVEN NOTICE TO THE RELEVANT GRANTOR OF
THE ADMINISTRATIVE AGENT'S INTENT TO EXERCISE ITS CORRESPONDING RIGHTS PURSUANT
TO SECTION 5.2(B), EACH GRANTOR SHALL BE