TO
EXERCISE ANY RIGHTS OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR INDEMNITY IN
RESPECT THEREOF UNTIL ALL SENIOR OBLIGATIONS SHALL HAVE BEEN PAID IN FULL.
AFTER THE SENIOR OBLIGATIONS HAS BEEN PAID IN FULL, THE JUNIOR OBLIGEES SHALL BE
SUBROGATED TO THE RIGHTS OF THE NOTEHOLDERS TO RECEIVE PAYMENTS OR DISTRIBUTIONS
OF ASSETS OF THE COMPANY APPLICABLE TO THE SENIOR OBLIGATIONS UNTIL ALL AMOUNTS
OWING IN RESPECT OF THE JUNIOR OBLIGATIONS SHALL BE PAID IN FULL, AND FOR THE
PURPOSE OF SUCH SUBROGATION, NO SUCH PAYMENTS OR DISTRIBUTIONS TO THE
NOTEHOLDERS BY OR ON BEHALF OF THE COMPANY OR BY OR ON BEHALF OF THE JUNIOR
OBLIGEES BY VIRTUE OF THIS AGREEMENT WHICH OTHERWISE WOULD HAVE BEEN MADE TO THE
JUNIOR OBLIGEES SHALL, AS AMONG THE COMPANY, THEIR CREDITORS OTHER THAN THE
NOTEHOLDERS AND THE JUNIOR OBLIGEES, BE DEEMED TO BE PAYMENT BY THE COMPANY TO
OR ON ACCOUNT OF THE SENIOR OBLIGATIONS, IT BEING UNDERSTOOD THAT THE ABOVE
PROVISIONS RELATING TO SUBORDINATION ARE SOLELY FOR THE PURPOSE OF DEFINING THE
RELATIVE RIGHTS OF THE NOTEHOLDERS ON THE ONE HAND, AND THE JUNIOR OBLIGEES, ON
THE OTHER HAND.
3.
Permitted Liens and Relative Priorities.
As among the Creditors,
and notwithstanding the terms (including the description of Collateral), dating,
execution, or delivery of any document, instrument, or agreement; the time,
order, method, or manner of granting, or perfection of any security interest or
lien; the time of filing or recording of any financing statements, assignments,
deeds of trust, mortgages, or any other documents, instruments, or agreements
under the UCC or any other applicable law; and any provision of the UCC or any
other applicable law to the contrary, the Secured Creditors agree:
(A)
THE SENIOR AGENT, ON BEHALF OF THE NOTEHOLDERS, SHALL HAVE A FIRST
PRIORITY SECURITY INTEREST IN AND LIEN UPON THE COLLATERAL; AND
(B)
THE JUNIOR OBLIGEE SHALL HAVE A SECOND PRIORITY SECURITY INTEREST IN AND
LIEN UPON THE COLLATERAL.
For purposes of the foregoing allocation of priorities, any claim of a right to
a setoff shall be treated in all respects as a security interest and no claimed
right of setoff shall be asserted to defeat or diminish the rights or priorities
provided for herein.
4.
NO ALTERATION OF PRIORITY.
THE LIEN AND SECURITY INTEREST
PRIORITIES PROVIDED IN SECTION 3 SHALL NOT BE ALTERED OR OTHERWISE AFFECTED BY
ANY AMENDMENT, MODIFICATION, SUPPLEMENT, EXTENSION, RENEWAL, RESTATEMENT OR (TO
THE EXTENT PERMITTED IN SECTION 15(A) HEREOF) REFINANCING OF ANY OF THE SENIOR
OBLIGATIONS OR ANY JUNIOR OBLIGATIONS NOR BY ANY ACTION OR INACTION WHICH ANY
SECURED CREDITOR MAY TAKE OR FAIL TO TAKE IN RESPECT OF THE COLLATERAL. THE
SECURED CREDITORS CONSENT TO THE COMPANY' GRANTING TO EACH OTHER SECURED
CREDITOR THE LIENS AND SECURITY INTERESTS REFLECTED IN SECTION 3.
5.
PERFECTION.
EACH OF THE SECURED CREDITORS SHALL BE SOLELY
RESPONSIBLE FOR, AND NOTHING HEREIN SHALL PROHIBIT ANY SECURED CREDITOR FROM,
PERFECTING AND MAINTAINING THE PERFECTION OF ITS LIEN OR SECURITY INTEREST IN
ANY OF THE COLLATERAL IN WHICH SUCH PARTY