THERETO OR IN CONSEQUENCE THEREOF, INCLUDING
ANY IMPROPER USE OR DISCLOSURE OR ANY PROPRIETARY INFORMATION OR OTHER
INTELLECTUAL PROPERTY BY THE REVOLVER COLLATERAL AGENT OR ITS OFFICERS,
EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS OR ANY OTHER DAMAGE TO OR MISUSE OR
LOSS OF ANY PROPERTY OF ANY CREDIT PARTY AS A RESULT OF ANY ACTION TAKEN OR
OMITTED BY THE REVOLVER COLLATERAL AGENT.
THE REVOLVER COLLATERAL AGENT HEREBY
AGREES TO INDEMNIFY THE TERM AND NOTE COLLATERAL AGENT FOR ANY LOSSES OR
LIABILITIES DESCRIBED IN THIS SECTION 6(E).
SECTION 7.
EXERCISE OF REMEDIES - SENIOR SECURED NOTES TRUSTEE.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE
SENIOR SECURED NOTES INDENTURE, UNTIL THE TERM BANK OBLIGATIONS ARE FULLY PAID
AND, SO LONG AS ALL LIENS SECURING THE SENIOR SECURED NOTES OBLIGATIONS HAVE NOT
BEEN RELEASED, (I) NEITHER THE SENIOR SECURED NOTES TRUSTEE NOR ANY SENIOR
SECURED NOTEHOLDER SHALL HAVE ANY RIGHT OR POWER TO EXERCISE OR SEEK TO EXERCISE
ANY RIGHTS OR REMEDIES (INCLUDING SETOFF OR RECOUPMENT) WITH RESPECT TO ANY
COLLATERAL (OTHER THAN TO RECEIVE A SHARE OF THE PROCEEDS (AS DEFINED IN THE
TERM AND NOTE SECURITY AGREEMENT OR THE APPLICABLE MORTGAGE, AS THE CASE MAY BE)
OF SUCH COLLATERAL, IF ANY, AS AND WHEN PROVIDED IN THE TERM AND NOTE SECURITY
AGREEMENT OR THE APPLICABLE MORTGAGE, AS THE CASE MAY BE), INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING: (W) TO INSTITUTE ANY ACTION OR PROCEEDING WITH
RESPECT TO ANY COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY ACTION OF
FORECLOSURE, (X) CONTEST, PROTEST OR OBJECT TO (1) ANY FORECLOSURE PROCEEDING OR
ACTION BROUGHT BY ANY BANK AGENT OR COLLATERAL AGENT, (2) THE EXERCISE OF ANY
RIGHT UNDER ANY LOCKBOX AGREEMENT, CONTROL AGREEMENT, LANDLORD WAIVER OR
BAILEE'S LETTER OR SIMILAR AGREEMENT OR ARRANGEMENT TO WHICH ANY BANK AGENT OR
REVOLVER SECURED CREDITOR IS A PARTY, OR (3) ANY OTHER EXERCISE BY ANY SUCH
PARTY OF ANY RIGHTS AND REMEDIES RELATING TO THE COLLATERAL UNDER ANY REVOLVER
LOAN DOCUMENTS, ANY TERM LOAN DOCUMENTS OR OTHERWISE, (Y) OBJECT TO THE
FORBEARANCE BY ANY BANK AGENT OR LENDER FROM BRINGING OR PURSUING ANY
FORECLOSURE PROCEEDING OR ACTION OR ANY OTHER EXERCISE OF ANY RIGHTS OR REMEDIES
RELATING TO THE COLLATERAL OR (Z) DEMAND, ACCEPT OR OBTAIN ANY LIEN, MORTGAGE,
PLEDGE, HYPOTHECATION, COLLATERAL ASSIGNMENT, SECURITY INTEREST, ENCUMBRANCE,
CHARGE, DEPOSIT ARRANGEMENT OR OTHER SIMILAR ENCUMBRANCE ON ANY COLLATERAL
(OTHER THAN FROM TIME TO TIME AS GRANTED PURSUANT TO THE TERM AND NOTE SECURITY
AGREEMENT OR THE MORTGAGES); AND (II) THE BANK AGENTS AND THE LENDERS SHALL HAVE
THE EXCLUSIVE RIGHT TO ENFORCE RIGHTS, EXERCISE REMEDIES (INCLUDING, WITHOUT
LIMITATION, SETOFF, RECOUPMENT AND THE RIGHT TO CREDIT BID ANY OBLIGATIONS) AND
MAKE DETERMINATIONS REGARDING RELEASE (SUBJECT TO SECTION 4), DISPOSITION, OR
RESTRICTIONS WITH RESPECT TO THE COLLATERAL WITHOUT ANY CONSULTATION WITH OR THE
CONSENT OF THE SENIOR SECURED NOTES TRUSTEE OR ANY SENIOR SECURED NOTEHOLDER.
IN EXERCISING RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL, THE BANK
AGENTS AND THE LENDERS MAY (ACTING IN ACCORDANCE WITH THE TERMS OF THE