4.1 BELOW, NOTWITHSTANDING ANY RIGHTS OR
REMEDIES AVAILABLE TO AN SECOND LIEN CREDITOR UNDER ANY OF THE SECOND LIEN LOAN
DOCUMENTS, APPLICABLE LAW OR OTHERWISE, NO SECOND LIEN CREDITOR SHALL, DIRECTLY
OR INDIRECTLY, TAKE ANY ENFORCEMENT ACTION; PROVIDED, FURTHER, THAT SUBJECT AT
ALL TIMES TO THE PROVISIONS OF SECTION 3, UPON THE EXPIRATION OF THE STANDSTILL
PERIOD, THE SECOND LIEN CREDITORS MAY TAKE ANY ENFORCEMENT ACTION WITH RESPECT
TO ANY COLLATERAL, BUT ONLY SO LONG AS THE FIRST LIEN CREDITORS ARE NOT PURSUING
DILIGENTLY IN GOOD FAITH AN ENFORCEMENT ACTION WITH RESPECT TO SUCH COLLATERAL,
OR DILIGENTLY ATTEMPTING IN GOOD FAITH TO VACATE ANY STAY PROHIBITING AN
ENFORCEMENT ACTION WITH RESPECT TO SUCH COLLATERAL; PROVIDED, FURTHER, THAT
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 4.1 SHALL
PROHIBIT OR LIMIT THE RIGHT OF THE SECOND LIEN CREDITORS, OR ANY ONE OR MORE OF
THEM, FROM ACCELERATING THE SECOND LIEN LOAN OBLIGATIONS
IN ACCORDANCE WITH THE SECOND LIEN LOAN DOCUMENTS.
SUBJECT AT ALL TIMES TO THE
PROVISIONS OF SECTION 3 AND TO THE PRECEDING SENTENCE, IF ANY SECOND LIEN
CREDITOR COMMENCES ANY ENFORCEMENT ACTION TO ENFORCE ITS LIEN ON ALL OR ANY
MATERIAL PORTION OF THE COLLATERAL IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, AND IS DILIGENTLY PURSUING IN GOOD FAITH SUCH ENFORCEMENT ACTION, THE
FIRST LIEN CREDITORS SHALL NOT TAKE ANY ENFORCEMENT ACTION OF A SIMILAR NATURE
WITH RESPECT TO SUCH COLLATERAL.
UNTIL THE FIRST LIEN LOAN TERMINATION DATE,
SUBJECT TO THE RIGHTS OF THE OBLIGORS, THE FIRST LIEN AGENT SHALL HAVE (I) THE
EXCLUSIVE RIGHT TO ADJUST SETTLEMENT OF ANY INSURANCE POLICY COVERING THE
COLLATERAL AND TO APPROVE ANY AWARD IN ANY CONDEMNATION OR SIMILAR PROCEEDING
AFFECTING THE COLLATERAL, (II) THE RIGHT TO RECEIVE ALL PROCEEDS OF SUCH
POLICIES AND AWARDS, AND (III) THE RIGHT TO ENDORSE THE NAME OF THE SECOND LIEN
AGENT ON ANY CHECKS OR OTHER ITEMS OF PAYMENT EVIDENCING SUCH PROCEEDS.
4.2
NOTICES OF DEFAULT.
EACH SECURED CREDITOR SHALL GIVE TO THE OTHER
SECURED CREDITORS (OR THE AGENT THEREFOR) CONCURRENTLY WITH THE GIVING THEREOF
TO ANY OBLIGOR (I) A COPY OF ANY WRITTEN NOTICE BY SUCH SECURED CREDITOR OF AN
EVENT OF DEFAULT UNDER ANY OF ITS DOCUMENTS OR A WRITTEN NOTICE OF DEMAND FOR
PAYMENT FROM ANY OBLIGOR, AND (II) A COPY OF ANY WRITTEN NOTICE SENT BY SUCH
SECURED CREDITOR TO ANY OBLIGOR STATING SUCH SECURED CREDITOR'S INTENTION TO
EXERCISE ANY MATERIAL ENFORCEMENT RIGHTS OR REMEDIES AGAINST SUCH OBLIGOR,
INCLUDING WRITTEN NOTICE PERTAINING TO ANY FORECLOSURE ON ALL OR ANY MATERIAL
PART OF THE COLLATERAL OR OTHER JUDICIAL OR NON-JUDICIAL REMEDY IN RESPECT
THEREOF, AND ANY LEGAL PROCESS SERVED OR FILED IN CONNECTION THEREWITH; PROVIDED
THAT THE FAILURE OF ANY SECURED CREDITOR TO GIVE SUCH REQUIRED NOTICE SHALL NOT
RESULT IN ANY LIABILITY TO SUCH SECURED CREDITOR OR AFFECT THE ENFORCEABILITY OF
ANY PROVISION OF THIS AGREEMENT, INCLUDING THE RELATIVE PRIORITIES OF THE LIENS
OF THE SECURED CREDITORS AS PROVIDED HEREIN, AND SHALL NOT AFFECT THE VALIDITY
OR EFFECTIVENESS OF ANY