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 BANK
ADMINISTRATIVE AGENT OR THE OTHER BANK SECURED PARTIES UNDER THE BANK SECURITY
AGREEMENTS OR APPLICABLE LAW IN RESPECT OF THE BANK 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 BANK FIRST PRIORITY LIEN OR THE NOTE SECOND
PRIORITY LIEN IS AVOIDED, DISALLOWED, SET ASIDE OR OTHERWISE INVALIDATED IN ANY
JUDICIAL PROCEEDING OR OTHERWISE).
THE NOTE COLLATERAL AGENT AND THE NOTE
SECURED PARTIES AGREE THAT THE BANK PRIORITY COLLATERAL MAY BE REPOSSESSED OR
REMOVED BY THE BANK ADMINISTRATIVE AGENT OR ANY BANK SECURED PARTIES, SUBJECT TO
THE TERMS OF THIS AGREEMENT, AND, TO THE EXTENT THAT SUCH BANK PRIORITY
COLLATERAL IS LOCATED ON PROPERTY THAT CONSTITUTES NOTE PRIORITY COLLATERAL, THE
NOTE COLLATERAL AGENT AND THE NOTE SECURED PARTIES WILL PROVIDE ACCESS TO THE
BANK ADMINISTRATIVE AGENT AND THE BANK SECURED PARTIES ACCORDINGLY.
IN
ADDITION, THE NOTE COLLATERAL AGENT AND THE NOTE SECURED PARTIES AGREE TO PERMIT
THE BANK ADMINISTRATIVE AGENT AND/OR THE BANK SECURED PARTIES TO ACCESS AND USE
ALL OR ANY PART OF THE NOTE PRIORITY COLLATERAL AS MAY BE REASONABLY NECESSARY
TO ENABLE THE BANK ADMINISTRATIVE AGENT AND/OR THE BANK SECURED PARTIES DURING
NORMAL BUSINESS HOURS TO CONVERT THE GRANTORS' RAW MATERIALS AND WORK-IN-PROCESS
INVENTORY INTO SALEABLE FINISHED GOODS PRODUCT, SUBJECT TO THE RIGHTS OF THE
NOTE COLLATERAL AGENT AND THE NOTE SECURED PARTIES TO REPOSSESS AND REMOVE THE
NOTE PRIORITY COLLATERAL AS PROVIDED IN SECTION 2.2(D) ABOVE.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, THE RIGHT OF EACH NOTE SECURED PARTY TO RECEIVE PAYMENT OF THE
OBLIGATIONS HELD BY SUCH NOTE SECURED PARTY WHEN DUE (WHETHER AT THE STATED
MATURITY THEREOF, BY ACCELERATION OR OTHERWISE) AS EXPRESSED IN THE RELATED
SECURED DEBT DOCUMENT OR OTHER INSTRUMENT EVIDENCING OR AGREEMENT GOVERNING AN
15
OBLIGATION OR TO INSTITUTE SUIT FOR THE ENFORCEMENT OF SUCH PAYMENT ON OR AFTER
SUCH DUE DATE, AND THE OBLIGATION OF THE GRANTORS TO PAY SUCH OBLIGATION WHEN
DUE, SHALL NOT BE IMPAIRED OR AFFECTED WITHOUT THE CONSENT OF SUCH NOTE SECURED
PARTY GIVEN IN THE MANNER PRESCRIBED BY THE SECURED DEBT DOCUMENT UNDER WHICH
SUCH OBLIGATION IS OUTSTANDING.
(F)
THE BANK SECURED PARTIES SHALL HAVE THE
RIGHT, EXERCISABLE IN THEIR SOLE DISCRETION, WITHOUT NOTICE OR DEMAND WITHOUT
AFFECTING OR IMPAIRING THE AGREEMENTS AND OBLIGATIONS OF THE NOTE SECURED
PARTIES, FROM TIME TO TIME (I) TO MODIFY, EXTEND, AMEND, RESTATE, COMPROMISE,
SUPPLEMENT, WAIVE OR RELEASE THE BANK OBLIGATIONS FROM TIME TO TIME, AND THE
AGGREGATE AMOUNT OF THE BANK OBLIGATIONS MAY