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.
14
(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 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 BE RENEWED, REPLACED OR REFINANCED, ALL WITHOUT NOTICE TO