OF ITS RELATED SECURED PARTIES, HEREBY ACKNOWLEDGING AND
AGREEING TO TURN OVER TO (I) FIRST THE CONTROLLING AGENT, FOR ITSELF AND ON
BEHALF OF THE CONTROLLING SECURED PARTIES AND (II) SECOND, FOLLOWING THE
DISCHARGE OF OBLIGATIONS WITH RESPECT TO THE CONTROLLING AGENT, THE RISING PRIOR
AGENT (IF ANY) FOR ITSELF AND ON BEHALF OF SUCH RISING AGENT'S RELATED SECURED
PARTIES, AMOUNTS OTHERWISE RECEIVED OR RECEIVABLE BY THEM TO THE EXTENT
NECESSARY TO EFFECTUATE THE INTENT OF THIS SENTENCE (WITH RESPECT TO THE PAYMENT
OF POST-PETITION INTEREST, FEES AND EXPENSES), EVEN IF SUCH TURNOVER HAS THE
EFFECT OF REDUCING THE CLAIM OR RECOVERY OF THE JUNIOR SECURED PARTIES).
SECTION 6.08.
VOTING.
EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT
NO JUNIOR AGENT OR JUNIOR SECURED PARTY SHALL BE REQUIRED TO VOTE TO APPROVE ANY
PLAN OF REORGANIZATION WITH RESPECT TO ANY GRANTOR FOR ANY REASON OR TO AGREE
THAT ANY PROVISION OF ANY JUNIOR CREDIT DOCUMENT SHALL SURVIVE THE EFFECTIVENESS
OF ANY PLAN OF REORGANIZATION WITH RESPECT TO ANY GRANTOR IN AN INSOLVENCY OR
LIQUIDATION PROCEEDING.
SECTION 6.09.
APPLICATION.
THIS AGREEMENT SHALL BE APPLICABLE PRIOR TO AND
AFTER THE COMMENCEMENT OF ANY INSOLVENCY OR LIQUIDATION PROCEEDING.
ALL
REFERENCES HEREIN TO ANY GRANTOR SHALL APPLY TO ANY TRUSTEE FOR SUCH PERSON AND
SUCH PERSON AS DEBTOR IN POSSESSION.
THE RELATIVE RIGHTS AS TO THE COMMON
COLLATERAL AND PROCEEDS THEREOF SHALL CONTINUE AFTER THE FILING THEREOF ON THE
SAME BASIS AS PRIOR TO THE DATE OF THE PETITION, SUBJECT TO ANY COURT ORDER
APPROVING THE FINANCING OF, OR USE OF CASH COLLATERAL BY, ANY GRANTOR.
SECTION 6.10.
WAIVER.
EXCEPT AS TO CLAIMS ARISING UNDER THIS AGREEMENT, EACH
JUNIOR AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED SECURED PARTIES, WAIVES
ANY CLAIM IT MAY HEREAFTER HAVE AGAINST ANY PRIOR SECURED PARTY ARISING OUT OF
(I) THE ELECTION OF ANY PRIOR SECURED PARTY OF THE APPLICATION OF
SECTION 1111(B)(2) OF THE BANKRUPTCY CODE, OR (II) IN ANY INSOLVENCY OR
LIQUIDATION PROCEEDING, THE GRANT IN ANY CASH COLLATERAL OR FINANCING
ARRANGEMENT OF A SECURITY INTEREST, SUBJECT TO THE PRIOR LIENS OF SUCH PRIOR
SECURED PARTY, IN CONNECTION WITH THE COMMON COLLATERAL.
ARTICLE VII
RELIANCE; WAIVERS; ETC.
SECTION 7.01.
RELIANCE.
OTHER THAN ANY RELIANCE ON THE TERMS OF THIS
AGREEMENT, EACH AGENT, ON BEHALF OF ITS RELATED SECURED PARTIES, ACKNOWLEDGES
THAT SUCH RELATED SECURED PARTIES HAVE, INDEPENDENTLY AND WITHOUT RELIANCE ON
ANY OTHER AGENT OR ANY OTHER SECURED PARTY, AND BASED ON DOCUMENTS AND
INFORMATION DEEMED BY THEM TO BE APPROPRIATE, MADE THEIR OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THE CREDIT DOCUMENTS APPLICABLE TO SUCH AGENT AND SUCH
RELATED SECURED PARTIES AND BE BOUND BY
40
THE TERMS OF THIS AGREEMENT AND AGREES, ON BEHALF OF ITS RELATED SECURED
PARTIES, THAT SUCH RELATED SECURED PARTIES WILL CONTINUE TO MAKE THEIR OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ANY ACTION UNDER SUCH CREDIT DOCUMENTS
OR THIS AGREEMENT.
SECTION 7.02.
NO WARRANTIES OR LIABILITY.
EACH AGENT, ON BEHALF OF ITSELF AND
ITS RELATED