OWING TO THE BORROWER, OR
CLAIMS OF THE BORROWER, UNDER THE APPLICABLE INTEREST RATE CAP AGREEMENT; FILE
ANY CLAIMS, COMMENCE, MAINTAIN OR DISCONTINUE ANY ACTIONS, SUITS OR OTHER
PROCEEDINGS DEEMED BY THE ADMINISTRATIVE AGENT NECESSARY OR ADVISABLE FOR THE
PURPOSE OF COLLECTING UPON OR ENFORCING THE APPLICABLE INTEREST RATE CAP
AGREEMENT; AND EXECUTE ANY INSTRUMENT AND DO ALL OTHER THINGS DEEMED NECESSARY
AND PROPER BY THE ADMINISTRATIVE AGENT TO PROTECT AND PRESERVE AND REALIZE UPON
THE RATE CAP COLLATERAL AND THE OTHER RIGHTS CONTEMPLATED HEREBY.
(E)
PURSUANT TO THE POWERS-OF-ATTORNEY PROVIDED
FOR ABOVE, THE ADMINISTRATIVE AGENT MAY TAKE ANY ACTION AND EXERCISE AND EXECUTE
ANY INSTRUMENT WHICH IT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE
PURPOSES HEREOF; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT SHALL NOT BE
PERMITTED TO TAKE ANY ACTION PURSUANT TO SAID POWER-OF-ATTORNEY THAT WOULD
CONFLICT WITH ANY LIMITATION ON THE ADMINISTRATIVE AGENT'S RIGHTS WITH RESPECT
TO THE RATE CAP COLLATERAL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE ADMINISTRATIVE AGENT, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, SHALL HAVE THE RIGHT AND POWER TO RECEIVE, ENDORSE AND COLLECT
ALL CHECKS AND OTHER ORDERS FOR THE PAYMENT OF MONEY MADE PAYABLE TO THE
BORROWER REPRESENTING: (I) ANY PAYMENT OF OBLIGATIONS OWED PURSUANT TO ANY
INTEREST RATE CAP AGREEMENT, (II) INTEREST ACCRUING ON ANY OF THE RATE CAP
COLLATERAL OR (III) ANY OTHER PAYMENT OR DISTRIBUTION PAYABLE IN RESPECT OF THE
RATE CAP COLLATERAL OR ANY PART THEREOF, AND FOR AND IN THE NAME, PLACE AND
STEAD OF THE BORROWER, TO EXECUTE ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS
OF CONVEYANCE OR TRANSFER IN RESPECT OF ANY PROPERTY WHICH IS OR MAY BECOME A
PART OF THE RATE CAP COLLATERAL HEREUNDER.
(F)
THE ADMINISTRATIVE AGENT MAY EXERCISE ALL OF
THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC.
(G)
WITHOUT LIMITING ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY OF THE BORROWER'S RIGHTS HEREUNDER, AND WITHOUT WAIVING OR
RELEASING THE BORROWER FROM ANY OBLIGATION OR DEFAULT HEREUNDER, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PERFORM
ANY ACT OR TAKE ANY APPROPRIATE ACTION, AS IT, IN ITS REASONABLE JUDGMENT, MAY
DEEM NECESSARY TO PROTECT THE SECURITY OF THIS AGREEMENT, TO CURE SUCH EVENT OF
DEFAULT OR TO CAUSE ANY TERM, COVENANT, CONDITION OR OBLIGATION REQUIRED UNDER
THIS AGREEMENT OR ANY INTEREST RATE CAP AGREEMENT TO BE PERFORMED OR OBSERVED BY
THE BORROWER TO BE PROMPTLY PERFORMED OR OBSERVED ON BEHALF OF THE BORROWER. ALL
AMOUNTS ADVANCED BY, OR ON BEHALF OF, THE ADMINISTRATIVE AGENT IN EXERCISING ITS
RIGHTS UNDER THIS SECTION 7.6(6)(G) (INCLUDING, BUT NOT LIMITED TO, REASONABLE
LEGAL EXPENSES AND DISBURSEMENTS INCURRED IN CONNECTION THEREWITH), TOGETHER
WITH INTEREST THEREON AT THE DEFAULT RATE FROM THE DATE OF EACH SUCH ADVANCE,
SHALL BE PAYABLE BY THE BORROWER TO THE ADMINISTRATIVE AGENT UPON DEMAND AND
SHALL BE SECURED BY THIS AGREEMENT.
(7)
SALES OF RATE CAP COLLATERAL.
UPON AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, NO DEMAND, ADVERTISEMENT