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 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 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 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 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 LIENS. 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
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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