GRANTORS) TO TRANSFER POSSESSION OR CONTROL OF SUCH
OTHER COMMON COLLATERAL OR ANY SUCH ACCOUNT TO THE RISING PRIOR AGENT (TO THE
EXTENT THE RISING PRIOR AGENT HAS A PRIORITY LIEN ON SUCH COMMON COLLATERAL OR
ACCOUNT AFTER GIVING EFFECT TO ANY PRIOR OR CONCURRENT RELEASES OF LIENS)
INCLUDING, IN THE CASE OF ANY DEPOSIT OR SECURITIES ACCOUNT OR SECURITIES
ACCOUNT HOLDING COMMON COLLATERAL MAINTAINED WITH SUCH CONTROLLING AGENT, TAKING
COMMERCIALLY REASONABLE ACTIONS TO ENTER INTO A CONTROL AGREEMENT IN FAVOR OF
THE RISING
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Agent, or transferring all cash and other assets in such account to (i) one or
more depositary institutions or securities intermediaries that enter into such a
control agreement or (ii) an account maintained by the Rising Prior Agent (or on
terms otherwise reasonably acceptable to the Rising Prior Agent)).
Notwithstanding anything to the contrary herein, if, for any reason, any Junior
Obligations remain outstanding upon the Discharge of Prior Obligations, all
rights of the Controlling Agent as in effect immediately prior to such Discharge
of Prior Obligations, hereunder and under the applicable Collateral Documents
(1) with respect to the delivery and control of any part of the Common
Collateral subject to a Prior Lien of such Controlling Agent, and (2) to direct,
instruct, vote upon or otherwise influence the maintenance or disposition of
such Common Collateral, shall immediately, and (to the extent permitted by law)
without further action on the part of either of the Rising Agent or such
Controlling Agent, pass to the Rising Agent, who shall thereafter hold such
rights for the benefit of its Related Secured Parties.
(E)
SUBJECT TO THE TERMS OF THIS AGREEMENT, SO LONG AS THE DISCHARGE OF PRIOR
OBLIGATIONS HAS NOT OCCURRED, THE CONTROLLING AGENT SHALL BE ENTITLED TO DEAL
WITH THE PLEDGED COLLATERAL OR COLLATERAL WITHIN ITS "CONTROL" IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND THE APPLICABLE PRIOR CREDIT DOCUMENTS AS IF
THE JUNIOR LIENS OF THE JUNIOR AGENTS AND THE JUNIOR SECURED PARTIES DID NOT
EXIST.
SECTION 5.06.
ENTRY UPON PREMISES BY CONTROLLING AGENT.
(A)
IF THE REVOLVING
CREDIT AGENT SHALL TAKE ANY ACTION TO EXERCISE ITS RIGHTS OR REMEDIES (INCLUDING
ANY ACTION OF FORECLOSURE, ENFORCEMENT, COLLECTION OR EXECUTION) WITH RESPECT TO
THE ABL COLLATERAL ("ABL COLLATERAL ENFORCEMENT ACTIONS"), EACH OTHER AGENT
(SUBJECT TO A PRIOR WRITTEN REQUEST BY THE REVOLVING CREDIT AGENT TO THE
APPLICABLE AGENT (THE "ABL COLLATERAL ENFORCEMENT NOTICE")) (I) SHALL COOPERATE
WITH ANY EFFORTS ON THE PART OF THE REVOLVING CREDIT AGENT (AND WITH ITS
OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) (AT THE SOLE COST AND EXPENSE
OF THE REVOLVING CREDIT AGENT AND THE REVOLVING CREDIT SECURED PARTIES (BUT WITH
THE GRANTORS' REIMBURSEMENT AND INDEMNITY OBLIGATION WITH RESPECT THERETO AS
PROVIDED IN THE REVOLVING CREDIT DOCUMENTS, WHICH SHALL NOT BE LIMITED HEREBY))
AND SUBJECT TO THE CONDITION THAT THE OTHER AGENTS AND THE OTHER SECURED PARTIES
SHALL HAVE NO OBLIGATIONS OR DUTY TO TAKE ANY ACTION OR REFRAIN FROM TAKING ANY
ACTION THAT COULD REASONABLY BE EXPECTED TO RESULT IN