at any sale for its or their purchase Money and such purchaser or
purchasers shall not be obliged to see to the application thereof.
Any such Sale, whether under any power of sale hereby given or by virtue of
judicial proceedings, shall bind the Issuer, the Co-Issuer, the Trustee, the
Noteholders and the Preferred Shareholders, shall operate to divest all right,
title and interest whatsoever, either at law or in equity, of each of them in
and to the property sold, and shall be a perpetual bar, both at law and in
equity, against each of them and their successors and assigns, and against any
and all Persons claiming through or under them.
(D)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS INDENTURE, NONE OF THE
TRUSTEE, ANY OTHER SECURED PARTY OR ANY THIRD PARTY BENEFICIARY OF THIS
INDENTURE MAY, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY, OR, IF LONGER,
THE APPLICABLE PREFERENCE PERIOD THEN IN EFFECT, AFTER THE PAYMENT IN FULL OF
ALL NOTES, INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST,
THE ISSUER OR THE CO-ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY, MORATORIUM OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER
FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAWS OF ANY JURISDICTION.
NOTHING IN
THIS SECTION 5.4 SHALL PRECLUDE, OR BE DEEMED TO STOP, THE TRUSTEE (I) FROM
TAKING ANY ACTION PRIOR TO THE EXPIRATION OF THE AFOREMENTIONED ONE YEAR AND ONE
DAY (OR, IF LONGER, THE APPLICABLE PREFERENCE PERIOD THEN IN EFFECT) PERIOD IN
(A) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY THE ISSUER OR THE
CO-ISSUER OR (B) ANY INVOLUNTARY INSOLVENCY PROCEEDING FILED OR COMMENCED BY A
PERSON OTHER THAN THE TRUSTEE, OR (II) FROM COMMENCING AGAINST THE ISSUER OR THE
CO-ISSUER OR ANY OF
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THEIR RESPECTIVE PROPERTIES ANY LEGAL ACTION WHICH IS NOT A BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY, MORATORIUM OR LIQUIDATION PROCEEDING.
SECTION 5.5
PRESERVATION OF ASSETS.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING WHEN ANY OF THE NOTES ARE OUTSTANDING, THE
TRUSTEE SHALL RETAIN THE ASSETS SECURING THE NOTES, COLLECT AND CAUSE THE
COLLECTION OF THE PROCEEDS THEREOF AND MAKE AND APPLY ALL PAYMENTS AND DEPOSITS
AND MAINTAIN ALL ACCOUNTS IN RESPECT OF THE ASSETS AND THE NOTES IN ACCORDANCE
WITH THE PRIORITY OF PAYMENTS AND THE PROVISIONS OF ARTICLES 10, 12 AND 13
UNLESS EITHER:
(I)
THE TRUSTEE, PURSUANT TO SECTION 5.5(C), DETERMINES THAT THE
ANTICIPATED PROCEEDS OF A SALE OR LIQUIDATION OF THE ASSETS (AFTER DEDUCTING THE
REASONABLE EXPENSES OF SUCH SALE OR LIQUIDATION) WOULD BE SUFFICIENT TO
DISCHARGE IN FULL THE AMOUNTS THEN DUE AND UNPAID ON THE NOTES (EXCEPT IN THE
CASE OF AN EVENT OF DEFAULT DESCRIBED IN CLAUSE (J) OF THE DEFINITION THEREOF AS
DESCRIBED IN SECTION 5.2(C)), COMPANY ADMINISTRATIVE EXPENSES DUE AND PAYABLE
PURSUANT TO CLAUSES (3) AND (31) OF SECTION 11.1(A)(I) AND CLAUSES (1) AND (13)
OF SECTION 11.1(A)(II), THE SENIOR COLLATERAL MANAGEMENT FEES DUE AND PAYABLE
PURSUANT TO CLAUSE