CREATE,
PERFECT, PRESERVE OR PROTECT ITS JUNIOR LIEN ON THE COMMON COLLATERAL;
(III) FILE ANY NECESSARY RESPONSIVE OR DEFENSIVE PLEADINGS IN OPPOSITION TO ANY
MOTION, CLAIM, ADVERSARY PROCEEDING OR OTHER PLEADING MADE BY ANY PERSON
OBJECTING TO OR OTHERWISE SEEKING THE DISALLOWANCE OF THE CLAIMS OF THE JUNIOR
SECURED PARTIES, INCLUDING ANY CLAIMS SECURED BY THE COMMON COLLATERAL, IF ANY,
IN EACH CASE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(IV) EXERCISE THEIR RIGHTS AND REMEDIES AS UNSECURED CREDITORS, AS PROVIDED IN
PARAGRAPH (E) OF THIS SECTION; AND
(V) EXERCISE THE RIGHTS AND REMEDIES PROVIDED FOR IN SECTION 6.03(B).
The Junior Agent, on behalf of itself and the Junior Secured Parties, agrees
that it will not take or receive any Common Collateral subject to any Senior
Lien or any Proceeds of any such Common Collateral in connection with the
exercise of any right or remedy (including setoff) with respect to such Common
Collateral in violation of this Agreement. Without limiting the generality of
the foregoing, until the Discharge of Senior Obligations has occurred, except as
expressly provided in Section 6.03(b) and this paragraph (c), the sole right of
the Junior Agent and each Junior Secured Party with respect to any Common
Collateral subject to any Senior Lien is to hold a Junior Lien on such Common
Collateral pursuant to the applicable Junior Collateral Documents for the period
and to the extent granted therein and to receive a share of the Proceeds
thereof, if any, remaining after the Discharge of Senior Obligations has
occurred.
(D)
THE JUNIOR AGENT, FOR ITSELF AND ON BEHALF OF THE JUNIOR SECURED PARTIES:
(I) AGREES THAT IT AND SUCH JUNIOR SECURED PARTIES WILL NOT TAKE ANY ACTION THAT
WOULD HINDER OR DELAY ANY EXERCISE OF RIGHTS OR REMEDIES UNDER THE SENIOR CREDIT
DOCUMENTS OR THE REALIZATION OF THE FULL VALUE OF THE COMMON COLLATERAL ON WHICH
THE SENIOR AGENT HAS SENIOR LIENS OR WOULD OTHERWISE BE PROHIBITED HEREUNDER,
INCLUDING ANY DISPOSITION OF ANY COMMON COLLATERAL SUBJECT TO ANY SENIOR LIEN,
WHETHER BY FORECLOSURE OR OTHERWISE;
(II) WAIVES ANY AND ALL RIGHTS IT OR SUCH JUNIOR SECURED PARTIES MAY HAVE AS
JUNIOR LIEN CREDITORS OR OTHERWISE TO OBJECT TO THE MANNER IN WHICH THE SENIOR
AGENT OR ANY SENIOR SECURED PARTY SEEKS TO ENFORCE OR COLLECT ANY SENIOR
OBLIGATIONS OR TO ENFORCE OR REALIZE ON THE SENIOR LIENS UNDERTAKEN IN
ACCORDANCE WITH THIS AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR FAILURE TO
ACT BY OR ON BEHALF OF THE SENIOR AGENT OR ANY SENIOR SECURED PARTY IS ADVERSE
TO THE INTERESTS OF THE JUNIOR SECURED PARTIES; AND
(III) ACKNOWLEDGES AND AGREES THAT NO COVENANT, AGREEMENT OR RESTRICTION
CONTAINED IN THE JUNIOR COLLATERAL DOCUMENTS OR ANY OTHER JUNIOR CREDIT
16
DOCUMENT (OTHER THAN THIS AGREEMENT) SHALL BE DEEMED TO RESTRICT IN ANY WAY THE
RIGHTS AND REMEDIES OF THE SENIOR AGENT OR ANY SENIOR SECURED PARTY WITH RESPECT
TO THE COMMON COLLATERAL SUBJECT TO ANY SENIOR LIEN AS SET FORTH IN THIS
AGREEMENT AND THE SENIOR