ENFORCEMENT RIGHT OR REMEDY AGAINST THE
COLLATERAL, AND THE PARTIES HERETO AGREE THAT SUCH NOTICE SHALL BE DEEMED TO BE
COMMERCIALLY REASONABLE.
(B)
IF THE JUNIOR OBLIGEE SHALL ATTEMPT ANY SECURED CREDITOR REMEDIES OR
ATTEMPT ANY OTHER ACTION PROHIBITED OR RESTRICTED UNDER THIS AGREEMENT, THE
GRANTORS, THE SENIOR AGENT OR THE NOTEHOLDERS MAY INTERPOSE AS A DEFENSE OR PLEA
THE MAKING OF THIS AGREEMENT AND THE SENIOR AGENT OR THE NOTEHOLDERS MAY
INTERVENE AND INTERPOSE SUCH DEFENSE IN ITS NAME OR IN THE NAME OF THE GRANTORS
AND THE GRANTORS, THE SENIOR AGENT OR THE NOTEHOLDERS MAY BY VIRTUE OF THIS
AGREEMENT RESTRAIN THE ENFORCEMENT THEREOF IN THE NAME OF THE GRANTORS, THE
SENIOR AGENT OR THE NOTEHOLDERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY
PAYMENT OR DISTRIBUTION OF CASH, ASSETS OR SECURITIES OF THE GRANTORS RECEIVED
BY THE JUNIOR OBLIGEE PRIOR TO ALL SENIOR OBLIGATIONS BEING PAID IN FULL, SHALL
BE HELD BY THE JUNIOR OBLIGEE IN TRUST FOR AND PAID OVER TO THE SENIOR AGENT FOR
APPLICATION TO THE SENIOR OBLIGATIONS UNTIL SUCH SENIOR OBLIGATIONS ARE PAID IN
FULL.
(C)
THIS SECTION 8 SHALL NOT BE CONSTRUED IN ANY WAY TO LIMIT OR IMPAIR THE
RIGHT OF (I) ANY SECURED CREDITOR TO BID FOR AND PURCHASE COLLATERAL AT ANY
PRIVATE OR JUDICIAL FORECLOSURE UPON SUCH COLLATERAL INITIATED BY ANY OTHER
SECURED CREDITOR, (II) THE JUNIOR OBLIGEE TO JOIN (BUT NOT CONTROL) ANY
FORECLOSURE OR OTHER JUDICIAL LIEN ENFORCEMENT PROCEEDING WITH RESPECT TO SUCH
COLLATERAL INITIATED BY THE SENIOR AGENT OR THE NOTEHOLDERS THEREON, SO LONG AS
IT DOES NOT DELAY OR INTERFERE WITH THE EXERCISE BY THE SENIOR AGENT OR THE
NOTEHOLDERS OF THEIR RIGHTS AND (III) SUBJECT TO THE TERMS OF THIS AGREEMENT,
THE RIGHT OF THE JUNIOR OBLIGEE WITH RESPECT TO ANY COLLATERAL TO RECEIVE
PAYMENTS FROM THE PROCEEDS OF THE COLLECTION, SALE OR OTHER DISPOSITION OF SUCH
COLLATERAL.
9.
Sections 9-611 and 9-613 Notice and Waiver of Marshalling.
Each
Secured Creditor hereby acknowledges that this Agreement shall constitute notice
of the other Secured Creditors' respective interests in the Collateral as
provided by Sections 9-611, 9-613 of the UCC and each of the Secured Creditors
waives any right to compel the other Secured Creditors to marshal any of the
Collateral or to seek payment from any particular assets of the Grantors or from
any third party.
10.
Insurance or Condemnation.
In the event of:
(A)
A TAKING OR THREATENED TAKING BY CONDEMNATION OR OTHER EMINENT DOMAIN OF
ALL OR ANY PORTION OF ANY REAL PROPERTY (COLLECTIVELY, A "TAKING") OR
(B)
THE OCCURRENCE OF A FIRE OR OTHER CASUALTY RESULTING IN DAMAGE TO ALL OR
ANY PORTION OF ANY COLLATERAL (COLLECTIVELY, A "CASUALTY"):
(I)
THE JUNIOR OBLIGEE HEREBY WAIVES ANY RIGHT TO PARTICIPATE
OR JOIN IN ANY ADJUSTMENT, COMPROMISE, OR SETTLEMENT OF ANY CLAIMS RESULTING
FROM A TAKING OR A CASUALTY WITH RESPECT TO ANY COLLATERAL;
(II)
ALL PROCEEDS RECEIVED OR TO BE RECEIVED ON ACCOUNT OF A
TAKING AND/OR CASUALTY SHALL BE APPLIED IN THE MANNER