OTHER RIGHT THAT SPONSOR MAY OTHERWISE HAVE UNDER THIS
AGREEMENT, OR ANY OPERATIVE DOCUMENT OR LOAN DOCUMENTS, AT LAW OR IN EQUITY TO
INSTITUTE AN ACTION OR ASSERT A CLAIM AGAINST THE SERVICER OR ANY PARTICIPANT
BASED UPON A BREACH OF SERVICER'S OR SUCH PARTICIPANT'S OBLIGATIONS SET FORTH IN
THE OPERATIVE DOCUMENTS OR LOAN DOCUMENTS OR TO ASSERT A COMPULSORY COUNTERCLAIM
WITH RESPECT THERETO AND ANY WAIVER OF NOTICE OR OTHER MATTER SET FORTH IN THIS
ARTICLE 10 SHALL NOT AFFECT SPONSOR'S RIGHT TO SEEK DAMAGES ARISING FROM THE
FAILURE OF THE SERVICER TO GIVE SUCH NOTICE OTHERWISE REQUIRED BY THE TERMS OF
THE OPERATIVE DOCUMENTS OR LOAN DOCUMENTS.
SUBORDINATION OF LIENS.
THE SPONSOR HEREBY SUBORDINATES THE LIEN AND PRIORITY
OF THE SPONSOR'S EXISTING AND FUTURE LIENS AND OTHER INTERESTS, IF ANY, IN AND
TO THE COLLATERAL TO THE SERVICER'S EXISTING AND FUTURE INTEREST IN THE
COLLATERAL UNDER THE LOAN DOCUMENTS NOTWITHSTANDING THE TIME OF ATTACHMENT OF
THE INTERESTS OF THE SPONSOR OR THE SERVICER OR THE TIME THE LOAN INDEBTEDNESS
OR THE SUBORDINATED DEBT IS INCURRED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UNDER APPLICABLE LAW OR OTHERWISE, IN THE EVENT
THAT THE LIENS OF THE SERVICER ARE AT ANY TIME UNPERFECTED WITH RESPECT TO ANY
OR ALL OF THE COLLATERAL, THE LACK OF PERFECTION BY THE SERVICER AS TO ANY SUCH
COLLATERAL SHALL NOT AFFECT THE VALIDITY, ENFORCEABILITY OR PRIORITY OF ANY LIEN
ON THE COLLATERAL IN FAVOR OF THE SPONSOR.
IN ANY SUCH EVENT, THE LIENS OF THE
SPONSOR SHALL HAVE PRIORITY OVER ANY AND ALL OTHER LIENS IN FAVOR OF ANY THIRD
PARTY WITH RESPECT TO THE COLLATERAL (INCLUDING, BUT NOT LIMITED TO ANY TRUSTEE
UNDER THE BANKRUPTCY CODE) AND THE SPONSOR SHALL BE, AND IS HEREBY CONSTITUTED,
AS THE SERVICER'S AGENT AND BAILEE FOR PURPOSES OF PERFECTION OF THE LIENS OF
THE SERVICER IN THE COLLATERAL SUCH THAT THE LIEN IN FAVOR OF THE SPONSOR SHALL
BE HELD BY THE SPONSOR FOR THE BENEFIT OF THE SERVICER AND THE PROCEEDS OF ANY
DISPOSITION OF THE COLLATERAL OF ANY BORROWER SHALL BE AND ARE IN ALL RESPECTS
SUBJECT TO THE PRIORITY OF RIGHT TO PAYMENT AND SATISFACTION OF FIRST, THE LOAN
INDEBTEDNESS OF SUCH BORROWER AND THEN, THE SUBORDINATED DEBT WITH RESPECT TO
SUCH BORROWER.
THE LIEN PRIORITIES PROVIDED IN THIS SECTION SHALL NOT BE
ALTERED OR OTHERWISE AFFECTED BY ANY AMENDMENT, MODIFICATION, SUPPLEMENT,
EXTENSION, RENEWAL, RESTATEMENT OR REFINANCING OF EITHER THE APPLICABLE LOAN
INDEBTEDNESS OR THE SUBORDINATED DEBT, NOR BY ANY ACTION OR INACTION WHICH
EITHER
THE SERVICER OR THE BORROWERS MAY TAKE OR FAIL TO TAKE IN RESPECT OF THE
COLLATERAL, EXCEPT AS OTHERWISE PROVIDED ABOVE IN THIS SUBSECTION.
EXERCISE OF REMEDIES WITH RESPECT TO COLLATERAL.
UNTIL THE LOAN INDEBTEDNESS OF ANY BORROWER HAS BEEN FULLY AND INDEFEASIBLY PAID
IN CASH, THE SPONSOR SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
SERVICER, ASK, DEMAND, ASSIGN, DECLARE A DEFAULT UNDER, SUE FOR, LIQUIDATE,
SELL, FORECLOSE, SET OFF, COLLECT, ACCEPT A SURRENDER, PETITION,