ANY TIME) THE
CONTINUED APPLICABILITY OF THE PROVISIONS HEREOF, INCLUDING THE PARI PASSU
NATURE OF THE LIENS SECURING THE SENIOR SECURED NOTES OBLIGATIONS AND THE LIENS
SECURING ANY BANK OBLIGATIONS INCURRED OR REFINANCED AS A RESULT OF SUCH
REFINANCING.
IN CONNECTION WITH ANY REFINANCING OF ALL OR ANY PORTION OF THE
SECURED OBLIGATIONS PRIOR TO THE OCCURRENCE OF A BANKRUPTCY EVENT, THE SENIOR
SECURED NOTES TRUSTEE, ON BEHALF OF ITSELF AND EACH SENIOR SECURED NOTEHOLDER,
SHALL, IF REQUESTED BY BORROWER OR THE EXISTING OR NEW HOLDERS OF THE BANK
OBLIGATIONS, EXECUTE AN INTERCREDITOR AGREEMENT OR AMEND AND RESTATE THIS
AGREEMENT IN A MANNER THAT IS SUBSTANTIALLY SIMILAR TO THIS AGREEMENT WITH THE
LENDERS UNDER SUCH REFINANCING.
(E)
[RESERVED].
6
(F)
THE SENIOR SECURED NOTES TRUSTEE, ON BEHALF OF ITSELF AND THE
SENIOR SECURED NOTEHOLDERS, HEREBY WAIVES ANY REQUIREMENT ON THE PART OF THE
BANK AND NOTE COLLATERAL AGENT OR THE LENDERS IN RESPECT OF MARSHALLING OF
ASSETS CONSTITUTING COLLATERAL UPON ANY EXERCISE OF REMEDIES BY THE BANK AND
NOTE COLLATERAL AGENT OR THE BANK SECURED CREDITORS AND, EXCEPT AS EXPRESSLY SET
FORTH HEREIN, ANY REQUIREMENT THAT THE BANK AND NOTE COLLATERAL AGENT OR ANY
BANK SECURED CREDITOR EXERCISE REMEDIES WITH RESPECT TO COLLATERAL SECURITY FOR
THE OBLIGATIONS IN ANY PARTICULAR ORDER OR ANY PARTICULAR MANNER.
(G)
NOTHING IN THIS AGREEMENT SHALL RELIEVE ANY ASSIGNOR FROM THE
PERFORMANCE OF ANY TERM, COVENANT, CONDITION OR AGREEMENT ON SUCH ASSIGNOR'S
PART TO BE PERFORMED OR OBSERVED UNDER OR IN RESPECT OF ANY OF THE COLLATERAL
PLEDGED BY IT OR FROM ANY LIABILITY TO ANY PERSON UNDER OR IN RESPECT OF ANY OF
SUCH COLLATERAL OR IMPOSE ANY OBLIGATION ON ANY COLLATERAL AGENT TO PERFORM OR
OBSERVE ANY SUCH TERM, COVENANT, CONDITION OR AGREEMENT ON SUCH ASSIGNOR'S PART
TO BE SO PERFORMED OR OBSERVED OR IMPOSE ANY LIABILITY ON ANY COLLATERAL AGENT
FOR ANY ACT OR OMISSION ON THE PART OF SUCH ASSIGNOR RELATIVE THERETO OR FOR ANY
BREACH OF ANY REPRESENTATION OR WARRANTY ON THE PART OF SUCH ASSIGNOR CONTAINED
IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE SENIOR SECURED NOTES
INDENTURE, OR IN RESPECT OF THE COLLATERAL PLEDGED BY IT.
THE OBLIGATIONS OF
EACH ASSIGNOR DESCRIBED IN THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE DISCHARGE OF SUCH ASSIGNOR'S OTHER OBLIGATIONS HEREUNDER.
SECTION 3.
CERTAIN INTERCREDITOR AGREEMENTS REGARDING REFINANCING
OF BANK OBLIGATIONS, AMENDMENTS TO LOAN DOCUMENTS AND RELATED MATTERS.
(A)
THE SENIOR SECURED NOTES TRUSTEE AGREES, ACKNOWLEDGES AND CONSENTS
THAT, UNTIL THE BANK OBLIGATIONS ARE FULLY PAID, AT ANY TIME AND FROM TIME TO
TIME WITHOUT THE CONSENT OF OR NOTICE TO THE SENIOR SECURED NOTES TRUSTEE OR ANY
SENIOR SECURED NOTEHOLDER AND, WITHOUT INCURRING RESPONSIBILITY TO THE SENIOR
SECURED NOTES TRUSTEE OR ANY SENIOR SECURED NOTEHOLDER, AND WITHOUT IMPAIRING OR
RELEASING THE OBLIGATIONS HEREUNDER, ANY OR ALL OF THE LOAN DOCUMENTS AND/OR ANY
OR ALL OF THE BANK OBLIGATIONS THEREUNDER MAY BE REFINANCED, REFUNDED, REPLACED,
AMENDED, EXTENDED, RENEWED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED IN ANY