HAS BEEN GRANTED A LIEN OR SECURITY
INTEREST.
THE PROVISIONS OF THIS AGREEMENT ARE INTENDED SOLELY TO GOVERN THE
RESPECTIVE PRIORITIES AS AMONG THE SECURED CREDITORS.
THE JUNIOR OBLIGEE,
AGREES THAT IT WILL NOT DIRECTLY OR INDIRECTLY TAKE ANY ACTION TO CONTEST OR
CHALLENGE THE VALIDITY, LEGALITY, PERFECTION, PRIORITY, AVAILABILITY, OR
ENFORCEABILITY OF THE SENIOR OBLIGATIONS AND LIENS OF ANY NOTEHOLDERS UPON THE
COLLATERAL OR SEEK TO HAVE THE SAME AVOIDED, DISALLOWED, SET ASIDE, OR OTHERWISE
INVALIDATED IN ANY JUDICIAL PROCEEDING OR OTHERWISE.
6.
NO NEW LIENS.
(A)
THE PARTIES HERETO AGREE THAT, UNTIL THE SENIOR OBLIGATIONS HAVE BEEN PAID
IN FULL, NONE OF THE GRANTORS SHALL, NOR SHALL ANY GRANTOR PERMIT ANY OF ITS
SUBSIDIARIES TO, GRANT OR PERMIT ANY ADDITIONAL LIENS ON ANY ASSET OF A GRANTOR
TO SECURE ANY JUNIOR OBLIGATIONS UNLESS IT HAS GRANTED, OR SUBSTANTIALLY
CONCURRENT THEREWITH GRANTS, A LIEN ON SUCH ASSET OF SUCH GRANTOR TO SECURE THE
SENIOR OBLIGATIONS, WITH SUCH LIEN TO BE SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT.
TO THE EXTENT THAT THE PROVISIONS OF THE IMMEDIATELY PRECEDING
SENTENCE ARE NOT COMPLIED WITH FOR ANY REASON, WITHOUT LIMITING ANY OTHER RIGHT
OR REMEDY AVAILABLE TO THE NOTEHOLDERS OR THE SENIOR AGENT, THE JUNIOR OBLIGEE
AGREES THAT ANY AMOUNTS RECEIVED BY OR DISTRIBUTED TO THE JUNIOR OBLIGEE
PURSUANT TO OR AS A RESULT OF ANY LIEN GRANTED IN CONTRAVENTION OF THIS
SECTION 6 SHALL BE SUBJECT TO SECTION 2.3.
(B)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT IT IS THEIR INTENTION THAT
THE JUNIOR OBLIGEE SHALL NOT HAVE A LIEN ON OR A SECURITY INTEREST IN ANY
COLLATERAL THAT THE SENIOR AGENT DOES NOT HAVE A LIEN ON OR SECURITY INTEREST
IN.
IN FURTHERANCE OF THE FOREGOING, THE PARTIES HERETO AGREE TO COOPERATE IN
GOOD FAITH IN ORDER TO DETERMINE, UPON ANY REASONABLE REQUEST BY THE SENIOR
AGENT OR THE JUNIOR OBLIGEE, THE SPECIFIC ASSETS INCLUDED IN THE COLLATERAL, THE
STEPS TAKEN TO PERFECT THE LIENS OF THE SENIOR AGENT AND THE JUNIOR OBLIGEE
THEREON AND THE IDENTITY OF THE RESPECTIVE PARTIES OBLIGATED UNDER THE JUNIOR
DOCUMENTS AND THE SENIOR DOCUMENTS IN RESPECT OF THE JUNIOR OBLIGATIONS AND THE
SENIOR OBLIGATIONS, RESPECTIVELY.
THE JUNIOR OBLIGEE FURTHER AGREES THAT IT
WILL NOT TAKE ANY ACTIONS TO PERFECT ANY OF ITS LIENS ON ANY COLLATERAL, UNLESS
AND UNTIL IT HAS RECEIVED CONFIRMATION FROM THE SENIOR AGENT THAT THE SENIOR
AGENT HAS PERFECTED ITS LIENS ON SUCH COLLATERAL.
7.
EXERCISE OF REMEDIES; MANAGEMENT OF COLLATERAL.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN ANY OF THE DOCUMENTS:
(A)
UNTIL ALL SENIOR OBLIGATIONS HAVE BEEN PAID IN FULL: (I) THE SENIOR AGENT
ON BEHALF OF THE NOTEHOLDERS, SHALL HAVE THE EXCLUSIVE RIGHT TO MANAGE, PERFORM,
AND ENFORCE THE TERMS OF THE SENIOR DOCUMENTS WITH RESPECT TO THE COLLATERAL AND
TO EXERCISE AND ENFORCE ALL PRIVILEGES AND RIGHTS THEREUNDER IN THEIR SOLE
DISCRETION, INCLUDING, WITHOUT LIMITATION, THE EXCLUSIVE RIGHT TO ENFORCE OR
SETTLE INSURANCE CLAIMS WITH RESPECT TO COLLATERAL, TAKE OR RETAKE CONTROL OR
POSSESSION OF