SECURED DEBT DOCUMENT, APPLICABLE LAW OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY ACTION TO INSTITUTE ANY JUDICIAL OR NONJUDICIAL OR
SIMILAR ACTION OR PROCEEDING IN RESPECT OF ITS LIEN OR TO SEEK RELIEF FROM THE
AUTOMATIC STAY PURSUANT TO SECTION 362 OF THE BANKRUPTCY CODE IN RESPECT OF ITS
LIEN; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS
PREVENTING THE NOTE COLLATERAL AGENT OR ANY NOTE SECURED PARTY FROM TAKING ANY
ACTION WHICH IS REASONABLY DESIRABLE OR NECESSARY TO PERFECT AND PROTECT THE
NOTE SECOND PRIORITY LIEN, WHICH ACTION IS NOT ADVERSE TO THE BANK SECURED
PARTIES OR THE BANK FIRST PRIORITY LIEN, INCLUDING, WITHOUT LIMITATION, THE
FILING OF FINANCING STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE IN ANY
APPLICABLE JURISDICTION, THE EXECUTION AND DELIVERY OF ACCOUNT CONTROL
AGREEMENTS OR SIMILAR AGREEMENTS ENTERED INTO FOR THE PURPOSE OF OBTAINING
"CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) OF ANY
APPLICABLE BANK PRIORITY COLLATERAL (TO THE EXTENT THAT IT IS POSSIBLE FOR BOTH
THE
13
BANK ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL AGENT TO HAVE JOINT "CONTROL"
OF SUCH ITEM OF BANK COLLATERAL) AND THE FILING OF A CLAIM OR STATEMENT OF
INTEREST IN AN INSOLVENCY PROCEEDING IN RESPECT OF THE NOTE SECOND PRIORITY LIEN
OR ANY OBLIGATIONS SECURED THEREBY.
UNTIL THE BANK OBLIGATIONS SHALL HAVE BEEN
SATISFIED IN FULL, THE BANK ADMINISTRATIVE AGENT SHALL HAVE THE EXCLUSIVE RIGHT
TO EXERCISE RIGHTS AND REMEDIES IN RESPECT OF THE BANK PRIORITY COLLATERAL AND,
TO ENFORCE THE PROVISIONS OF AND EXERCISE REMEDIES UNDER THIS AGREEMENT AND THE
BANK DOCUMENTS AND UNDER APPLICABLE LAW (OR REFRAIN FROM ENFORCING ANY SUCH
RIGHTS AND EXERCISING ANY SUCH REMEDIES), ALL IN SUCH ORDER AND IN SUCH MANNER
AS IT MAY DETERMINE IN ITS DISCRETION.
FOR THE AVOIDANCE OF DOUBT, THE PARTIES
HERETO ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING THE OCCURRENCE AND
CONTINUATION OF AN EVENT OF DEFAULT AS DEFINED UNDER THE NOTE INDENTURE, THE
BANK ADMINISTRATIVE AGENT SHALL NOT HAVE ANY OBLIGATION OR DUTY TO EXERCISE
REMEDIES AGAINST THE BANK PRIORITY COLLATERAL.
(C)
EACH NOTE SECURED PARTY HEREBY CONSENTS TO AND AUTHORIZES THE SALE
OF ALL OR ANY PART OF THE ' BANK PRIORITY COLLATERAL BY THE BANK ADMINISTRATIVE
AGENT OR ANY OTHER BANK SECURED PARTY IN ACCORDANCE WITH THE TERMS OF THE BANK
SECURITY AGREEMENTS AND THE OTHER BANK DOCUMENTS AND AGREES THAT WHEN ALL OR ANY
PART OF THE BANK PRIORITY COLLATERAL IS SOLD PURSUANT TO THE BANK SECURITY
AGREEMENTS OR THE APPLICABLE BANK DOCUMENT AND OTHERWISE IN ACCORDANCE WITH THIS
AGREEMENT, FOLLOWING SUCH SALE, SUCH ALL BANK PRIORITY COLLATERAL (BUT NOT THE
PROCEEDS THEREOF) SHALL BE FREE OF THE NOTE SECOND PRIORITY LIEN.
THE NOTE
COLLATERAL AGENT HEREBY APPOINTS THE BANK ADMINISTRATIVE AGENT AS ITS
ATTORNEY-IN-FACT TO EXECUTE AND DELIVER IN ITS STEAD ANY RELEASES, TERMINATION
STATEMENTS OR OTHER DOCUMENTATION REASONABLY NECESSARY OR REQUESTED TO EVIDENCE
THE FOREGOING RELEASE OF LIENS ON THE BANK PRIORITY COLLATERAL.
(D)
NO NOTE SECURED PARTY, BY ITSELF OR THROUGH OR WITH ANY OTHER
PERSON, SHALL (I)