(II)
THE SECOND LIEN TRUSTEE, FOR ITSELF AND ON BEHALF OF THE SECOND
LIEN CLAIMHOLDERS, HEREBY WAIVES ANY AND ALL RIGHTS IT OR THE SECOND LIEN
CLAIMHOLDERS MAY HAVE AS A JUNIOR LIEN CREDITOR OR OTHERWISE TO OBJECT TO THE
MANNER IN WHICH THE FIRST LIEN AGENT OR THE FIRST LIEN CLAIMHOLDERS SEEK TO
ENFORCE OR COLLECT THE FIRST LIEN OBLIGATIONS OR THE LIENS SECURING THE FIRST
LIEN OBLIGATIONS GRANTED IN ANY OF THE FIRST LIEN COLLATERAL UNDERTAKEN IN
ACCORDANCE WITH THIS AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR FAILURE TO
ACT BY OR ON BEHALF OF THE FIRST LIEN AGENT OR FIRST LIEN CLAIMHOLDERS IS
ADVERSE TO THE INTEREST OF THE SECOND LIEN CLAIMHOLDERS; AND
(III)
THE SECOND LIEN TRUSTEE HEREBY ACKNOWLEDGES AND AGREES THAT NO
COVENANT, AGREEMENT OR RESTRICTION CONTAINED IN THE SECOND LIEN COLLATERAL
DOCUMENTS OR ANY OTHER SECOND LIEN DOCUMENT (OTHER THAN THIS AGREEMENT) SHALL BE
EFFECTIVE TO RESTRICT OR DEEMED TO RESTRICT IN ANY WAY THE RIGHTS
14
AND REMEDIES OF THE FIRST LIEN AGENT OR THE FIRST LIEN CLAIMHOLDERS WITH RESPECT
TO THE COLLATERAL AS SET FORTH IN THIS AGREEMENT AND THE FIRST LIEN LOAN
DOCUMENTS.
(E)
EXCEPT AS SPECIFICALLY SET FORTH IN SECTIONS 3.1(A) AND (D), THE
SECOND LIEN TRUSTEE AND THE SECOND LIEN CLAIMHOLDERS MAY EXERCISE RIGHTS AND
REMEDIES AS UNSECURED CREDITORS AGAINST THE COMPANY OR ANY OTHER GRANTOR THAT
HAS GUARANTEED OR GRANTED OR PURPORTED TO GRANT LIENS TO SECURE THE SECOND LIEN
OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE SECOND LIEN DOCUMENTS AND
APPLICABLE LAW; PROVIDED THAT IN THE EVENT THAT ANY SECOND LIEN CLAIMHOLDER
BECOMES A JUDGMENT LIEN CREDITOR IN RESPECT OF COLLATERAL AS A RESULT OF ITS
ENFORCEMENT OF ITS RIGHTS AS AN UNSECURED CREDITOR WITH RESPECT TO THE SECOND
LIEN OBLIGATIONS, SUCH JUDGMENT LIEN SHALL BE SUBJECT TO THE TERMS OF THIS
AGREEMENT FOR ALL PURPOSES (INCLUDING IN RELATION TO THE FIRST LIEN OBLIGATIONS)
AS THE OTHER LIENS SECURING THE SECOND LIEN OBLIGATIONS ARE SUBJECT TO THIS
AGREEMENT.
(F)
EXCEPT AS SPECIFICALLY SET FORTH IN SECTIONS 3.1(A) AND (D),
NOTHING IN THIS AGREEMENT SHALL PROHIBIT THE RECEIPT BY THE SECOND LIEN TRUSTEE
OR ANY SECOND LIEN CLAIMHOLDERS OF THE REQUIRED PAYMENTS OF INTEREST, PRINCIPAL
AND OTHER AMOUNTS OWED IN RESPECT OF THE SECOND LIEN OBLIGATIONS SO LONG AS SUCH
RECEIPT IS NOT THE DIRECT OR INDIRECT RESULT OF THE EXERCISE BY THE SECOND LIEN
TRUSTEE OR ANY SECOND LIEN CLAIMHOLDERS OF RIGHTS OR REMEDIES AS A SECURED
CREDITOR (INCLUDING SET-OFF) OR ENFORCEMENT IN CONTRAVENTION OF THIS AGREEMENT
OF ANY LIEN HELD BY ANY OF THEM.
NOTHING IN THIS AGREEMENT IMPAIRS OR OTHERWISE
ADVERSELY AFFECTS ANY RIGHTS OR REMEDIES THE FIRST LIEN AGENT OR THE FIRST LIEN
CLAIMHOLDERS MAY HAVE WITH RESPECT TO THE FIRST LIEN COLLATERAL.
SECTION 4.
PAYMENTS.
4.1
Application of Proceeds.
So long as the Discharge of First Lien
Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company or any other Grantor,