OF THE COMMITMENTS UNDER THE LOAN AGREEMENT, BORROWER WILL
NOT GRANT, AND THE COVERED CREDITORS WILL NOT ACCEPT, ANY LIENS SECURING PAYMENT
OF THE COVERED CLAIMS, BUT TO THE EXTENT THERE IS A BREACH OF THE FOREGOING
COVENANT, EACH OF BORROWER AND EACH COVERED CREDITOR AGREES UNTIL THE
OBLIGATIONS ARE PAID IN FULL AND THE TERMINATION OF ALL OF THE COMMITMENTS UNDER
THE LOAN AGREEMENT ANY LIENS SECURING PAYMENT OF THE COVERED CLAIMS SHALL BE AND
REMAIN INFERIOR AND SUBORDINATE TO ANY LIENS SECURING PAYMENT OF THE
OBLIGATIONS, REGARDLESS OF WHETHER SUCH ENCUMBRANCES IN FAVOR OF SUCH COVERED
CREDITOR, THE ADMINISTRATIVE AGENT OR ANY LENDER PRESENTLY EXIST OR ARE
HEREAFTER CREATED OR ATTACH AND IRRESPECTIVE OF THE RELATIVE PRIORITY THEREOF OR
WHETHER THE LIENS SECURING THE OBLIGATIONS ARE PERFECTED. WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, NO COVERED CREDITOR, DURING THE
PERIOD IN WHICH ANY OF THE OBLIGATIONS ARE OUTSTANDING OR THE COMMITMENTS UNDER
THE LOAN AGREEMENT ARE IN EFFECT, SHALL (A) EXERCISE OR ENFORCE ANY CREDITOR'S
RIGHT IT MAY HAVE AGAINST ANY DEBTOR IN RESPECT OF THE COVERED CLAIMS, OR
(B) FORECLOSE, REPOSSESS, SEQUESTER OR OTHERWISE TAKE STEPS OR INSTITUTE ANY
ACTION OR PROCEEDING (JUDICIAL OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE
COMMENCEMENT OF OR JOINDER IN ANY LIQUIDATION, BANKRUPTCY, REARRANGEMENT,
DEBTOR'S RELIEF OR INSOLVENCY PROCEEDING) TO ENFORCE ANY LIEN HELD BY IT;
PROVIDED THAT SUCH COVERED CREDITOR MAY TAKE ACTION, SUBJECT TO THE PROVISIONS
OF THIS AGREEMENT, TO PRESERVE ITS RIGHTS, REMEDIES, AND CLAIMS IN RESPECT OF
THE COVERED CLAIMS AT LAW OR EQUITY (INCLUDING IN ANY BANKRUPTCY OR SIMILAR
PROCEEDING).
3.
MISCELLANEOUS
3.1
CONFLICT IN AGREEMENTS. IF THE SUBORDINATION
PROVISIONS OF ANY INSTRUMENT EVIDENCING COVERED CLAIMS CONFLICT WITH THE TERMS
OF THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN THE RELATIONSHIP
BETWEEN THE ADMINISTRATIVE AGENT AND THE COVERED CREDITORS.
3.2
NO WAIVER. NO WAIVER SHALL BE DEEMED TO BE
MADE BY ADMINISTRATIVE AGENT OR THE LENDERS OF ANY OF THEIR RIGHTS HEREUNDER
UNLESS THE SAME SHALL BE IN WRITING SIGNED ON BEHALF OF THEM, AND EACH SUCH
WAIVER, IF ANY, SHALL BE A WAIVER ONLY WITH RESPECT TO THE SPECIFIC MATTER OR
MATTERS TO WHICH THE WAIVER RELATES AND SHALL IN NO WAY IMPAIR THE RIGHTS OF THE
ADMINISTRATIVE AGENT OR THE LENDERS OR THE OBLIGATIONS OF THE COVERED CREDITORS
IN ANY OTHER RESPECT AT ANY TIME.
3.3
BINDING EFFECT; ACCEPTANCE. THIS AGREEMENT
SHALL BE BINDING UPON THE COVERED CREDITORS AND EACH COVERED CREDITOR'S
SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF ADMINISTRATIVE AGENT
AND THE LENDERS AND THEIR PARTICIPANTS, SUCCESSORS AND ASSIGNS IRRESPECTIVE OF
WHETHER THIS OR ANY SIMILAR AGREEMENT IS EXECUTED BY ANY OTHER CREDITOR OF
BORROWER. NOTICE OF ACCEPTANCE BY ADMINISTRATIVE AGENT AND THE LENDERS OF THIS
AGREEMENT AND OF RELIANCE BY ADMINISTRATIVE AGENT AND THE LENDERS UPON THIS
AGREEMENT IS HEREBY WAIVED BY THE COVERED CREDITORS.
4
3.4
MISCELLANEOUS. THE PARAGRAPH HEADINGS HEREIN
ARE INCLUDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS