CONTESTED, SHALL BE
IMMEDIATELY DISCHARGED AT THE ADMINISTRATIVE AGENT'S REQUEST, AT ANY POINT IN
TIME THAT IN THE ADMINISTRATIVE AGENT'S SOLE DISCRETION, EXERCISED IN GOOD
FAITH, THE ADMINISTRATIVE AGENT DETERMINES THAT THE CONTINUED EXISTENCE THEREOF
DOES OR MIGHT INTERFERE WITH ANY OF THE ADMINISTRATIVE AGENT'S OR THE LENDERS'
RIGHTS, REMEDIES OR ENTITLEMENTS UNDER THIS AGREEMENT, OR THE ADMINISTRATIVE
AGENT'S OR ANY LENDER'S ABILITY TO REALIZE UPON ANY COLLATERAL
50
IN WHICH FIRST PRIORITY LIENS HAVE BEEN GRANTED TO ADMINISTRATIVE AGENT FOR THE
RATABLE BENEFIT OF THE LENDERS UNDER THIS AGREEMENT, (II) OBTAINING LANDLORD OR
MORTGAGEE OR LIEN WAIVERS, (III) DELIVERING TO THE ADMINISTRATIVE AGENT,
ENDORSED OR ACCOMPANIED BY SUCH INSTRUMENTS OF ASSIGNMENT AS THE ADMINISTRATIVE
AGENT MAY SPECIFY, AND STAMPING OR MARKING, IN SUCH MANNER AS THE ADMINISTRATIVE
AGENT MAY SPECIFY, ANY AND ALL CHATTEL PAPER (EXCEPT FOR ANY DEALER NOTES
PURCHASED BY A DEALER NOTE PURCHASE PARTY IN AN AGGREGATE AMOUNT AT ANY TIME
OUTSTANDING NOT TO EXCEED $15,000,000), INSTRUMENTS, LETTERS OF CREDITS AND
ADVANCES THEREOF AND DOCUMENTS EVIDENCING OR FORMING A PART OF THE COLLATERAL,
(IV) ENTERING INTO WAREHOUSING, LOCKBOX AND OTHER CUSTODIAL ARRANGEMENTS
SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND (V) EXECUTING AND DELIVERING
INSTRUMENTS OF PLEDGE, MORTGAGES, NOTICES AND ASSIGNMENTS, IN EACH CASE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, RELATING TO
THE CREATION, VALIDITY, PERFECTION, MAINTENANCE OR CONTINUATION OF THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST FOR THE RATABLE BENEFIT OF THE LENDERS
UNDER THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW.
WITHOUT LIMITING ANY
OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER, INCLUDING THOSE UNDER
THIS AGREEMENT, IF LANDLORD WAIVERS OR WAREHOUSE WAIVERS SATISFACTORY TO THE
ADMINISTRATIVE AGENT CANNOT BE OBTAINED WITHIN 120 DAYS FOLLOWING THE CLOSING
DATE, THE ADMINISTRATIVE AGENT SHALL HAVE THE ADDITIONAL RIGHT TO ESTABLISH A
RESERVE UNTIL SUCH TIME, IF ANY, AS SAID WAIVERS ARE OBTAINED, OF SIX MONTHS
RENT, IN EACH CASE, FOR EACH COLLATERAL LOCATION FOR WHICH ANY SUCH WAIVER HAS
NOT BEEN PROVIDED BY A BORROWER TO THE ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE FOREGOING, ENTER INTO SUCH INTERCREDITOR AGREEMENTS AS THE
ADMINISTRATIVE AGENT MAY AT ANY TIME AND FROM TIME TO TIME REQUIRE, WITH ANY
PERSON(S) WHO HAS (HAVE) OR WHO THE ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION
EXERCISED IN GOOD FAITH, BELIEVES MAY HAVE OR MAY ASSERT ANY CLAIMS IN RELATION
TO ANY OF THE COLLATERAL, OR WHO MAY IMPEDE OR INTERFERE WITH, OR BE IN A
POSITION TO IMPEDE OR INTERFERE WITH, ANY OF THE ADMINISTRATIVE AGENT'S OR
LENDER'S RIGHTS OR REMEDIES UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR
ANY OF THE OTHER BASIC DOCUMENTS, OR THE ADMINISTRATIVE AGENT'S OR ANY LENDER'S
ABILITY TO DEAL WITH THE COLLATERAL IN THE MANNER PERMITTED UNDER THIS
AGREEMENT.
EXECUTE ANY AND ALL OTHER INSTRUMENTS OR DOCUMENTS AND TAKE SUCH OTHER ACTION AS
MAY BE REQUIRED TO PERFECT THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE
COLLATERAL FOR THE RATABLE BENEFIT OF THE LENDERS.
EACH OF THE LOAN PARTIES
HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO FILE