SALE/LEASEBACK (INCLUDING, WITHOUT LIMITATION, EACH
LEASE THAT WILL BE SIGNED BY NRV AND PURCHASER WITH RESPECT TO THE PERRIS
PROPERTY), CERTIFIED AS SUCH BY AN OFFICER OF HOLDINGS, ALL OF WHICH SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT AND THE LENDERS; (IV) THE
RELEASE AMOUNT SHALL HAVE BEEN PAID TO THE AGENT IN ACCORDANCE WITH THE TERMS OF
THAT CERTAIN ESCROW AGREEMENT DATED ON OR ABOUT THE DATE HEREOF BY AND AMONG THE
AGENT, THE BORROWERS, FIRST AMERICAN TITLE INSURANCE COMPANY AND PURCHASER (AS
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"ESCROW AGREEMENT") AND SUCH RELEASE AMOUNT SHALL HAVE BEEN APPLIED BY THE AGENT
(X) FIRST, TO FUND THE CASH COLLATERAL (AS DEFINED IN SECTION 3 HEREOF) THAT IS
REQUIRED TO BE DEPOSITED BY THE BORROWERS WITH THE AGENT PURSUANT TO
SECTION 3 HEREOF, (Y) SECOND, IN PAYMENT OF ALL OUTSTANDING WORKING CAPITAL
FACILITY LOANS AND OTHER OBLIGATIONS, AND (Z) THIRD, THE BALANCE, IF ANY, OF
SUCH RELEASE AMOUNT SHALL BE MADE AVAILABLE TO THE BORROWERS AND USED BY THE
BORROWERS FOR GENERAL WORKING CAPITAL PURPOSES (AND THE BORROWERS HEREBY CONSENT
TO AND DIRECT THE APPLICATION OF THE RELEASE AMOUNT AS PROVIDED HEREINABOVE);
(V) AFTER GIVING EFFECT TO THE APPLICATION OF THE RELEASE AMOUNT TO THE WORKING
CAPITAL FACILITY LOANS AS CONTEMPLATED BY THE FOREGOING CLAUSE (IV), THE
OUTSTANDING PRINCIPAL BALANCE OF THE WORKING CAPITAL FACILITY LOANS SHALL BE $0;
AND (VI) AFTER GIVING EFFECT TO THE ISSUANCE OF THE LETTERS OF CREDIT (AS SUCH
TERM IS DEFINED IN THE ESCROW AGREEMENT), AS CONTEMPLATED BY THE ESCROW
AGREEMENT, THE AGGREGATE OUTSTANDING AMOUNT OF LETTER OF CREDIT OBLIGATIONS
SHALL NOT EXCEED THE LETTER OF CREDIT SUB-FACILITY AMOUNT (AS SUCH TERM IS
DEFINED IN THE CREDIT AGREEMENT, AS AMENDED BY THIS AGREEMENT).
THE FOREGOING CONSENT IS LIMITED TO THE PERRIS SALE/LEASEBACK AND SHALL NOT BE
DEEMED TO BE A CONSENT TO ANY OTHER MATTER PROHIBITED PURSUANT TO THE CREDIT
AGREEMENT OR A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT.
SUCH CONSENT SHALL BE
VOID AND OF NO FURTHER FORCE OR EFFECT ON MAY 31, 2007, UNLESS ON OR PRIOR TO
SUCH DATE EACH OF THE CONDITIONS SPECIFIED IN THE FIRST SENTENCE OF THIS SECTION
2 HAS BEEN SATISFIED AND THE PERRIS SALE/LEASEBACK HAS BEEN CONSUMMATED.
SUBJECT TO THE SATISFACTION OF THE CONSENT CONDITIONS, THE AGENT AND THE LENDERS
AGREE TO RELEASE THE AGENT'S LIENS ON THE PERRIS PROPERTY.
EXCEPT FOR ITS
RELEASE OF ITS LIENS ON THE PERRIS PROPERTY, THE AGENT SHALL RETAIN ALL OF ITS
LIENS UPON, SECURITY INTERESTS IN AND SECURITY TITLE AND CLAIMS TO ALL OTHER
PROPERTY OF THE BORROWERS OR ANY OTHER PERSON THAT SECURES THE WHOLE OR ANY PART
OF THE OBLIGATIONS OWING TO THE AGENT AND THE LENDERS BY THE BORROWERS.
NOTWITHSTANDING ANYTHING IN SECTION 3.10.2 OF THE CREDIT AGREEMENT TO THE
CONTRARY, THE AGENT AND THE LENDERS HEREBY AGREE THAT THE LETTERS OF CREDIT MAY
BE ISSUED TO SUPPORT THE PAYMENT AND PERFORMANCE OF NRV'S OBLIGATIONS