COLLATERAL AND TO HOLD, PREPARE FOR SALE, PROCESS, SELL, LEASE,
DISPOSE OF, OR LIQUIDATE COLLATERAL; (II) THE JUNIOR OBLIGEE SHALL NOT
ACCELERATE THE PRINCIPAL AMOUNT DUE ON ANY JUNIOR OBLIGATIONS, OR IN THE CASE OF
THE JUNIOR OBLIGEE, EXERCISE ANY SECURED CREDITOR REMEDIES WITH RESPECT TO
COLLATERAL, OR COMMENCE, OR JOIN WITH ANY OTHER CREDITOR OTHER THAN THE
NOTEHOLDERS IN COMMENCING, ANY BANKRUPTCY CASE; AND (III) ANY AND ALL PROCEEDS
OF COLLATERAL WHICH SHALL COME INTO THE POSSESSION, CONTROL, OR CUSTODY OF THE
JUNIOR OBLIGEE WILL BE DEEMED TO HAVE BEEN RECEIVED FOR THE ACCOUNT OF THE
NOTEHOLDERS AND SHALL BE IMMEDIATELY PAID OVER TO THE SENIOR AGENT.
IN
CONNECTION WITH THE PROVISIONS OF CLAUSE 7(A)(I) ABOVE, THE JUNIOR OBLIGEE
WAIVES ANY AND ALL RIGHTS TO AFFECT THE METHOD OR CHALLENGE THE APPROPRIATENESS
OF ANY ACTION BY THE SENIOR AGENT OR THE NOTEHOLDERS WITH RESPECT TO THE
COLLATERAL, AND WAIVES ANY CLAIMS OR DEFENSES THEY MAY HAVE AGAINST THE SENIOR
AGENT OR THE NOTEHOLDERS, INCLUDING ANY SUCH CLAIMS OR DEFENSES BASED ON ANY
ACTIONS OR OMISSIONS OF ANY SUCH PERSON IN CONNECTION WITH THE PERFECTION,
MAINTENANCE, ENFORCEMENT, FORECLOSURE, SALE, LIQUIDATION OR RELEASE OF ANY LIEN
OR SECURITY INTEREST THEREIN, OR ANY MODIFICATION OR WAIVER OF ANY SENIOR
DOCUMENTS.
(B)
THE RIGHTS AND PRIORITIES SET FORTH IN THIS AGREEMENT SHALL REMAIN BINDING
IRRESPECTIVE OF THE TERMS OF ANY PLAN OF REORGANIZATION IN A BANKRUPTCY CASE OR
OTHER PROVISIONS OF THE BANKRUPTCY CODE OR ANY SIMILAR FEDERAL OR STATE STATUTE.
8.
SALE OF COLLATERAL.
(A)
UNTIL THE SENIOR OBLIGATIONS HAVE BEEN PAID IN FULL: (I) ONLY THE SENIOR
AGENT AND THE NOTEHOLDERS SHALL HAVE THE RIGHT TO RESTRICT OR PERMIT, OR APPROVE
OR DISAPPROVE, THE SALE, TRANSFER OR OTHER DISPOSITION OF THE COLLATERAL; AND
(II) THE JUNIOR OBLIGEE WILL, IMMEDIATELY UPON THE REQUEST OF THE SENIOR AGENT
OR THE NOTEHOLDERS, RELEASE OR OTHERWISE TERMINATE ITS LIENS AND SECURITY
INTERESTS UPON THE COLLATERAL, TO THE EXTENT SUCH COLLATERAL IS SOLD OR
OTHERWISE DISPOSED OF BY THE COMPANY WITH THE CONSENT OF THE SENIOR AGENT OR THE
NOTEHOLDERS IN ACCORDANCE WITH THE SENIOR DOCUMENTS, AND THE JUNIOR OBLIGEE WILL
IMMEDIATELY DELIVER SUCH RELEASE DOCUMENTS AS THE SENIOR AGENT OR THE
NOTEHOLDERS MAY REQUIRE IN CONNECTION THEREWITH.
IN FURTHERANCE OF THE
FOREGOING, THE JUNIOR OBLIGEE HEREBY IRREVOCABLY APPOINTS THE SENIOR AGENT ITS
ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF THE JUNIOR
OBLIGEE AND IN THE NAME OF THE JUNIOR OBLIGEE OR OTHERWISE, TO DELIVER (AND
EXECUTE AS APPROPRIATE) ANY DOCUMENT OR INSTRUMENT WHICH THE JUNIOR OBLIGEE MAY
BE REQUIRED TO DELIVER PURSUANT TO THIS SECTION 8.
IF ANY SALE OR DISPOSITION
RESULTS IN A SURPLUS AFTER THE SENIOR OBLIGATIONS HAVE BEEN PAID IN FULL, SUCH
SURPLUS SHALL BE PAID TO THE JUNIOR OBLIGEE, FOR APPLICATION IN ACCORDANCE WITH
THE TERMS OF THE JUNIOR DOCUMENTS.
THE SENIOR AGENT AGREES THAT IT WILL GIVE
THE JUNIOR OBLIGEE AT LEAST FIVE (5) DAYS' PRIOR WRITTEN NOTICE OF ITS INTENTION
TO COMMENCE THE EXERCISE OF ANY