OTHER RIGHTS,
PRIVILEGES OR OPTIONS PERTAINING TO SUCH INVESTMENT PROPERTY OR SUCH
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
21
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 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