LIENS, INCLUDING BUT NOT LIMITED TO
THE EXCLUSIVE RIGHT TO FORECLOSE UPON AND EFFECT THE SALE OR DISPOSITION OF ANY
COLLATERAL.
UPON THE EARLIER TO OCCUR OF THE EVENTS DESCRIBED IN CLAUSES (I)
4
AND (II) OF THIS SECTION 3(B), AND PROVIDED THAT THE SENIOR CREDITOR IS NOT THEN
MAKING GOOD FAITH EFFORTS TO EXERCISE ITS ENFORCEMENT REMEDIES WITH RESPECT TO
THE SENIOR LIENS, THE JUNIOR CREDITOR MAY EFFECT FORECLOSURE AND EXERCISE OF ITS
ENFORCEMENT REMEDIES WITH RESPECT TO THE JUNIOR LIENS, PROVIDED THAT (A) ANY AND
ALL NET PROCEEDS REALIZED THEREFROM SHALL BE SUBJECT TO SECTION 5 BELOW, AND (B)
IN THE EVENT THAT THE SENIOR CREDITOR SHALL THEREAFTER MAKE GOOD FAITH EFFORTS
TO EXERCISE ITS ENFORCEMENT REMEDIES WITH RESPECT TO THE SENIOR LIENS, THE
JUNIOR CREDITOR SHALL SUSPEND THE EXERCISE OF ITS ENFORCEMENT REMEDIES SO AS NOT
TO INTERFERE WITH THE ACTIONS OF THE SENIOR CREDITOR.
(C)
IF, AS AND WHEN SO REQUESTED BY THE SENIOR CREDITOR, THE JUNIOR
CREDITOR SHALL (I) IMMEDIATELY RELEASE OR OTHERWISE TERMINATE THE JUNIOR LIENS
IN CONNECTION WITH AND/OR TO FACILITATE THE SALE, REALIZATION UPON OR OTHER
DISPOSITION OF COLLATERAL BY THE SENIOR CREDITOR, OR BY THE COMPANY WITH THE
PRIOR WRITTEN CONSENT OF THE SENIOR CREDITOR, IN EACH CASE WITH RESPECT TO THAT
COLLATERAL WHICH IS BEING SOLD, REALIZED UPON OR OTHERWISE DISPOSED OF, (A) IN
THE ORDINARY COURSE OF THE COMPANY'S BUSINESS, (B) PRIOR TO THE DECLARATION OF
AN EVENT OF DEFAULT BY THE SENIOR CREDITOR UNDER THE SENIOR LOAN AGREEMENT IF
THE SENIOR CREDITOR IN GOOD FAITH BELIEVES THAT SUCH SALE, REALIZATION OR
DISPOSITION WOULD REALIZE FAIR VALUE FOR THE SUBJECT COLLATERAL AND THE NET
PROCEEDS FROM THE SALE, REALIZATION OR DISPOSITION OF SUCH COLLATERAL ARE
APPLIED TO PERMANENTLY REDUCE THE SENIOR DEBT, OR (C) AT ANY TIME ON OR AFTER
THE DECLARATION OF AN EVENT OF DEFAULT BY THE SENIOR LENDER UNDER THE SENIOR
LOAN AGREEMENT, AND (II) IMMEDIATELY DELIVER SUCH OTHER RELEASE DOCUMENTS AS THE
SENIOR LENDER MAY REASONABLY REQUIRE IN CONNECTION THEREWITH; PROVIDED, HOWEVER,
THAT NOTWITHSTANDING ANY SUCH RELEASE OR TERMINATION OF THE JUNIOR LIENS, OR ANY
LIQUIDATION OR DISPOSITION OF COLLATERAL AS AFORESAID, THE JUNIOR LIENS SHALL
NONETHELESS ATTACH TO THE PROCEEDS OF SUCH COLLATERAL IN THE SAME PRIORITY AS
EXISTED PRIOR TO SUCH ACTION.
4.
PRIORITY; GRANT OF AUTHORITY.
IN THE EVENT OF ANY DISTRIBUTION,
DIVISION OR APPLICATION, PARTIAL OR COMPLETE, VOLUNTARY OR INVOLUNTARY, BY
OPERATION OF LAW OR OTHERWISE, OF ALL OR ANY PART OF THE ASSETS OF THE COMPANY
OF THE PROCEEDS THEREOF TO THE CREDITORS OF THE COMPANY, OR READJUSTMENT OF THE
OBLIGATIONS AND INDEBTEDNESS OF THE COMPANY, WHETHER BY REASON OF LIQUIDATION,
BANKRUPTCY, ARRANGEMENT, RECEIVERSHIP, ASSIGNMENT FOR THE BENEFIT OF CREDITORS
OR ANY OTHER ACTION OR PROCEEDING INVOLVING THE READJUSTMENT OF ALL OR ANY PART
OF THE JUNIOR DEBT, OR THE APPLICATION OF THE ASSETS OF THE COMPANY TO THE
PAYMENT OR LIQUIDATION THEREOF, OR UPON THE DISSOLUTION, LIQUIDATION, CESSATION
OR OTHER WINDING UP OF THE COMPANY'S BUSINESS, OR UPON