ANY OTHER LIABILITY OF SSCC
OR ANY OTHER GRANTOR OR ANY SECURITY THEREFOR OR ANY LIABILITY INCURRED DIRECTLY
OR INDIRECTLY IN RESPECT THEREOF AND APPLY ANY SUMS BY WHOMSOEVER PAID AND
HOWEVER REALIZED TO ANY LIABILITY (INCLUDING THE PRIOR OBLIGATIONS) IN ANY
MANNER OR ORDER; AND
(IV) EXERCISE OR DELAY IN OR REFRAIN FROM EXERCISING ANY RIGHT OR REMEDY AGAINST
SSCC, ANY OTHER GRANTOR OR ANY OTHER PERSON OR ANY COLLATERAL, ELECT ANY REMEDY
AND OTHERWISE DEAL FREELY WITH SSCC, ANY OTHER GRANTOR OR ANY COLLATERAL SUBJECT
TO ITS PRIOR LIEN AND ANY LIABILITY INCURRED DIRECTLY OR INDIRECTLY IN RESPECT
THEREOF.
(D)
IN THE EVENT THAT THE CONTROLLING AGENT OF ANY CLASS ENTERS INTO ANY
AMENDMENT, WAIVER OR CONSENT IN RESPECT OF ANY OF THE COLLATERAL DOCUMENTS OF
SUCH CLASS FOR THE PURPOSE OF ADDING TO, OR DELETING FROM, OR WAIVING OR
CONSENTING TO ANY DEPARTURES FROM ANY PROVISIONS OF, ANY SUCH COLLATERAL
DOCUMENT OR CHANGING IN ANY MANNER THE RIGHTS OF SUCH CONTROLLING AGENT, ITS
RELATED SECURED PARTIES, SSCC OR ANY OTHER GRANTOR THEREUNDER (INCLUDING THE
RELEASE OF ANY LIENS PERMITTED BY SECTION 5.01(A) OR (B)), THEN SUCH AMENDMENT,
WAIVER OR CONSENT SHALL APPLY AUTOMATICALLY TO ANY COMPARABLE PROVISION OF THE
COLLATERAL DOCUMENTS RELATING TO THE RELEVANT PRIOR LIEN COLLATERAL TO THE
EXTENT SECURING ANY JUNIOR OBLIGATIONS WITHOUT THE CONSENT OF ANY JUNIOR AGENTS
OR ANY JUNIOR SECURED PARTIES AND WITHOUT ANY ACTION BY ANY JUNIOR AGENTS, SSCC
OR ANY OTHER GRANTOR; PROVIDED, HOWEVER, THAT (I) NO SUCH AMENDMENT, WAIVER OR
CONSENT SHALL (A) REMOVE ASSETS SUBJECT TO THE JUNIOR LIENS OR RELEASE ANY SUCH
JUNIOR LIENS, EXCEPT TO THE EXTENT THAT SUCH RELEASE IS PERMITTED OR REQUIRED BY
SECTION 5.01(A) OR (B) AND PROVIDED THAT THERE IS A CONCURRENT RELEASE OF THE
CORRESPONDING LIENS ON THE COMMON COLLATERAL SECURING THE OBLIGATIONS HELD BY
THE CONTROLLING SECURED PARTIES AND IN RESPECT OF WHICH SUCH CONTROLLING SECURED
PARTIES ARE THE OBLIGEES, (B) AMEND, MODIFY OR OTHERWISE AFFECT THE RIGHTS OR
DUTIES OF ANY JUNIOR AGENT WITHOUT ITS PRIOR WRITTEN CONSENT OR (C) PERMIT LIENS
ON THE COMMON COLLATERAL (OTHER THAN DIP FINANCING LIENS) WHICH ARE NOT
PERMITTED UNDER THE TERMS OF THE CREDIT DOCUMENTS RELATED TO SUCH JUNIOR
OBLIGATIONS AND (II) WRITTEN NOTICE OF SUCH AMENDMENT, WAIVER OR CONSENT SHALL
HAVE BEEN GIVEN TO THE JUNIOR AGENTS.
(E)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PRIOR AGENT, NO JUNIOR COLLATERAL
DOCUMENTS MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED OR ENTERED INTO TO
THE EXTENT SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION, OR THE TERMS OF ANY NEW
JUNIOR COLLATERAL DOCUMENT, WOULD CONTRAVENE THE PROVISIONS OF THIS AGREEMENT.
SECTION 5.04.
LEGEND.
SSCC AND EACH GRANTOR AGREES, AND EACH AGENT
ACKNOWLEDGES, THAT EACH JUNIOR COLLATERAL DOCUMENT SHALL INCLUDE THE FOLLOWING
LANGUAGE (OR LANGUAGE TO SIMILAR EFFECT APPROVED BY THE CONTROLLING AGENT):
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"Notwithstanding anything herein to the contrary, the lien and security interest
granted pursuant to this Agreement and the exercise of any right or remedy
hereunder are subject to the provisions of