OR REMEDIES IN
RESPECT OF THE BANK COLLATERAL, WHETHER UNDER A SECURED DEBT DOCUMENT,
APPLICABLE LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY ACTION TO
INSTITUTE ANY JUDICIAL OR NONJUDICIAL OR SIMILAR ACTION OR PROCEEDING IN RESPECT
OF ITS LIEN OR TO SEEK RELIEF FROM THE AUTOMATIC STAY PURSUANT TO SECTION 362 OF
THE BANKRUPTCY CODE IN RESPECT OF ITS LIEN; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED AS PREVENTING THE NOTE COLLATERAL AGENT OR
ANY NOTE SECURED PARTY FROM TAKING ANY ACTION WHICH IS REASONABLY DESIRABLE OR
NECESSARY TO PERFECT AND PROTECT THE NOTE SECOND PRIORITY LIEN, WHICH ACTION IS
NOT ADVERSE TO THE BANK SECURED PARTIES OR THE BANK FIRST PRIORITY LIEN,
INCLUDING, WITHOUT LIMITATION, THE FILING OF FINANCING STATEMENTS UNDER THE
UNIFORM COMMERCIAL CODE IN ANY APPLICABLE JURISDICTION, THE EXECUTION AND
DELIVERY OF ACCOUNT CONTROL AGREEMENTS OR SIMILAR AGREEMENTS ENTERED INTO FOR
THE PURPOSE OF OBTAINING "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM
COMMERCIAL CODE) OF ANY APPLICABLE BANK PRIORITY COLLATERAL (TO THE EXTENT THAT
IT IS POSSIBLE FOR BOTH THE BANK ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL
AGENT TO HAVE JOINT "CONTROL" OF SUCH ITEM OF BANK COLLATERAL) AND THE FILING OF
A CLAIM OR STATEMENT OF INTEREST IN AN INSOLVENCY PROCEEDING IN RESPECT OF THE
NOTE SECOND PRIORITY LIEN OR ANY OBLIGATIONS SECURED THEREBY.
UNTIL THE BANK
OBLIGATIONS SHALL HAVE BEEN SATISFIED IN FULL, THE BANK ADMINISTRATIVE AGENT
SHALL HAVE THE
14
EXCLUSIVE RIGHT TO EXERCISE RIGHTS AND REMEDIES IN RESPECT OF THE BANK PRIORITY
COLLATERAL AND TO ENFORCE THE PROVISIONS OF AND EXERCISE REMEDIES UNDER THIS
AGREEMENT AND THE BANK DOCUMENTS AND UNDER APPLICABLE LAW (OR REFRAIN FROM
ENFORCING ANY SUCH RIGHTS AND EXERCISING ANY SUCH REMEDIES), ALL IN SUCH ORDER
AND IN SUCH MANNER 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 NOTE
INDENTURE, THE BANK ADMINISTRATIVE AGENT SHALL NOT HAVE ANY OBLIGATION OR DUTY
TO EXERCISE REMEDIES AGAINST THE BANK PRIORITY COLLATERAL.
(C)
EACH NOTE SECURED PARTY HEREBY CONSENTS TO
AND AUTHORIZES THE SALE OF ALL OR ANY PART OF THE BANK PRIORITY COLLATERAL BY
THE BANK ADMINISTRATIVE AGENT OR ANY OTHER BANK SECURED PARTY IN ACCORDANCE WITH
THE TERMS OF THE BANK SECURITY AGREEMENTS AND THE OTHER BANK DOCUMENTS AND
AGREES THAT WHEN ALL OR ANY PART OF THE BANK PRIORITY COLLATERAL IS SOLD
PURSUANT TO THE BANK SECURITY AGREEMENTS OR THE APPLICABLE BANK DOCUMENT AND
OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT, FOLLOWING SUCH SALE, SUCH BANK
PRIORITY COLLATERAL (BUT NOT THE PROCEEDS THEREOF) SHALL BE FREE OF THE NOTE
SECOND PRIORITY LIEN.
THE NOTE COLLATERAL AGENT HEREBY APPOINTS THE BANK
ADMINISTRATIVE 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 BANK PRIORITY
COLLATERAL.
(D)
NO NOTE SECURED PARTY, BY ITSELF