OF OBTAINING
"CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) OF ANY
APPLICABLE NOTE PRIORITY COLLATERAL (TO THE EXTENT THAT IT IS POSSIBLE FOR BOTH
THE NOTE COLLATERAL AGENT AND THE BANK ADMINISTRATIVE AGENT TO HAVE JOINT
"CONTROL" OF SUCH ITEM OF NOTE PRIORITY COLLATERAL) AND THE FILING OF A CLAIM OR
STATEMENT OF INTEREST IN AN INSOLVENCY PROCEEDING IN RESPECT OF THE BANK SECOND
PRIORITY LIEN OR ANY OBLIGATIONS SECURED THEREBY.
UNTIL THE NOTE OBLIGATIONS
SHALL HAVE BEEN SATISFIED IN FULL, THE NOTE COLLATERAL AGENT SHALL HAVE THE
EXCLUSIVE RIGHT TO EXERCISE RIGHTS AND REMEDIES IN RESPECT OF THE NOTE PRIORITY
COLLATERAL AND, TO ENFORCE THE PROVISIONS OF AND EXERCISE REMEDIES UNDER THIS
AGREEMENT AND THE NOTE DOCUMENTS AND UNDER APPLICABLE LAW (OR REFRAIN FROM
ENFORCING ANY SUCH RIGHTS AND EXERCISING ANY SUCH REMEDIES), ALL IN SUCH ORDER
AND IN SUCH MARINER AS IT MAY DETERMINE IN ITS DISCRETION.
FOR THE AVOIDANCE OF
DOUBT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING THE
OCCURRENCE AND CONTINUATION OF AN EVENT OF DEFAULT AS DEFINED UNDER THE BANK
FINANCING AGREEMENT, THE NOTE COLLATERAL AGENT SHALL NOT HAVE ANY OBLIGATION OR
DUTY TO EXERCISE REMEDIES AGAINST THE NOTE PRIORITY COLLATERAL.
(C)
EACH BANK SECURED PARTY HEREBY CONSENTS TO AND AUTHORIZES THE SALE
OF ALL OR ANY PART OF THE NOTE PRIORITY COLLATERAL BY THE NOTE COLLATERAL AGENT
IN ACCORDANCE WITH THE TERMS OF THE NOTE SECURITY AGREEMENT AND THE OTHER NOTE
DOCUMENTS AND AGREES THAT WHEN ALL OR ANY PART OF THE NOTE PRIORITY COLLATERAL
IS SOLD PURSUANT TO THE NOTE SECURITY AGREEMENT OR THE
10
APPLICABLE NOTE DOCUMENT AND, OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT,
FOLLOWING SUCH SALE, SUCH NOTE PRIORITY COLLATERAL (BUT NOT THE PROCEEDS
THEREOF) SHALL BE FREE OF ALL OF THE BANK SECOND PRIORITY LIEN. THE BANK
ADMINISTRATIVE AGENT HEREBY APPOINTS THE NOTE COLLATERAL AGENT AS ITS
ATTORNEY-IN-FACT TO EXECUTE AND DELIVER IN ITS STEAD ANY RELEASES, TERMINATION
STATEMENTS OR OTHER DOCUMENTATION REASONABLY NECESSARY OR REQUESTED TO EVIDENCE
THE FOREGOING RELEASE OF LIENS ON THE NOTE PRIORITY COLLATERAL.
(D)
NO BANK SECURED PARTY, BY ITSELF OR THROUGH OR WITH ANY OTHER
PERSON, SHALL (I) CONTEST, PROTEST, OBJECT TO, INTERFERE WITH, SEEK TO ENJOIN OR
INVOKE OR UTILIZE ANY PROVISION OF ANY DOCUMENT, LAW OR EQUITABLE PRINCIPLE, OR
OTHERWISE TAKE ANY OTHER ACTION WHATSOEVER WHICH MIGHT PREVENT, DELAY OR IMPEDE,
ANY EXERCISE OF RIGHTS OR REMEDIES BY THE NOTE COLLATERAL AGENT UNDER THE NOTE
SECURITY AGREEMENT OR APPLICABLE LAW IN RESPECT OF THE NOTE PRIORITY COLLATERAL
OR (II) CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY OF THE OBLIGATIONS OR THE
VALIDITY, PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY OF THE LIENS CREATED
HEREUNDER (IT BEING UNDERSTOOD AND AGREED THAT THE TERMS OF THIS AGREEMENT SHALL
GOVERN EVEN IF PART OR ALL OF THE NOTE FIRST PRIORITY LIEN OR THE BANK SECOND
PRIORITY LIEN IS AVOIDED, DISALLOWED, SET ASIDE OR OTHERWISE INVALIDATED IN ANY
JUDICIAL PROCEEDING OR OTHERWISE).
THE BANK ADMINISTRATIVE AGENT AND THE BANK
SECURED PARTIES AGREE