ASSETS OF COMPANY, AND (C) THE
SENIOR CREDITOR SHALL HAVE NO LIABILITY TO THE JUNIOR CREDITOR FOR, AND THE
JUNIOR CREDITOR WAIVES ANY CLAIM WHICH THE JUNIOR CREDITOR MAY NOW OR HEREAFTER
HAVE AGAINST THE SENIOR CREDITOR ARISING OUT OF, (I) ANY AND ALL ACTIONS WHICH
THE SENIOR CREDITOR, IN GOOD FAITH, TAKES OR OMITS TO TAKE (INCLUDING, WITHOUT
LIMITATION, ACTIONS WITH RESPECT TO THE CREATION, PERFECTION OR CONTINUATION OF
LIENS OR SECURITY INTERESTS IN ANY EXISTING OR FUTURE COLLATERAL, ACTIONS WITH
RESPECT TO THE OCCURRENCE OF A DEFAULT, ACTIONS WITH RESPECT TO THE FORECLOSURE
UPON, SALE, RELEASE, OR DEPRECIATION OF, OR FAILURE TO REALIZE UPON, ANY
COLLATERAL, AND ACTIONS WITH RESPECT TO THE COLLECTION OF ANY CLAIM FOR ALL OR
ANY PART OF THE SENIOR DEBT FROM ANY ACCOUNT DEBTOR, GUARANTOR OR ANY OTHER
PARTY) WITH RESPECT TO THE SENIOR LOAN AGREEMENT OR ANY OTHER AGREEMENT RELATED
THERETO OR TO THE COLLECTION OF THE SENIOR DEBT OR THE VALUATION, USE,
PROTECTION OR RELEASE OF COLLATERAL, (II) THE SENIOR CREDITOR'S ELECTION, IN ANY
PROCEEDING INSTITUTED UNDER THE CODE, OF THE APPLICATION OF SECTION 1111(B)(2)
OF THE CODE, AND/OR (III) ANY BORROWING OR GRANT OF A SECURITY INTEREST UNDER
SECTION 364 OF THE CODE BY THE COMPANY, AS DEBTOR IN POSSESSION. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, (A) THE JUNIOR CREDITOR WAIVES THE
RIGHT TO ASSERT THE DOCTRINE OF MARSHALLING WITH RESPECT TO ANY OF THE ASSETS OF
THE COMPANY, AND CONSENTS AND AGREES THAT THE SENIOR CREDITOR MAY PROCEED
AGAINST ANY OR ALL COLLATERAL IN SUCH ORDER AS THE SENIOR CREDITOR SHALL
DETERMINE IN ITS SOLE DISCRETION, (B) THE SENIOR CREDITOR SHALL BE UNDER NO
OBLIGATION TO ACCOUNT TO OR SHARE INFORMATION WITH THE JUNIOR CREDITOR WITH
RESPECT TO ANY ACTIONS TAKEN OR COLLECTIONS MADE IN RESPECT OF ANY COLLATERAL,
EXCEPT TO THE EXTENT OF ANY PAYMENT REQUIRED TO BE MADE TO THE JUNIOR CREDITOR
PURSUANT TO THE LAST SENTENCE OF SECTION 4 ABOVE, AND (C) IF THE SENIOR CREDITOR
SHALL DESIRE TO PROVIDE FINANCING TO THE COMPANY UNDER EITHER SECTION 363 OR
SECTION 364 OF THE CODE, THE JUNIOR CREDITOR AGREES THAT ADEQUATE NOTICE TO THE
JUNIOR CREDITOR SHALL HAVE BEEN PROVIDED FOR SUCH FINANCING IF THE JUNIOR
CREDITOR RECEIVES NOTICE THREE (3) BUSINESS DAYS PRIOR TO THE ENTRY OF THE ORDER
APPROVING SUCH FINANCING.
11.
WAIVERS AND AMENDMENTS.
NO WAIVER OR AMENDMENT SHALL BE DEEMED TO
BE MADE BY THE SENIOR CREDITOR OR THE JUNIOR CREDITOR OF ANY OF ITS RIGHTS
HEREUNDER, UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE PARTY TO BE
CHARGED THEREWITH, AND EACH WAIVER, IF ANY, SHALL BE A WAIVER ONLY WITH RESPECT
TO THE SPECIFIC INSTANCE INVOLVED AND SHALL IN NO WAY IMPAIR THE RIGHTS OF THE
SENIOR CREDITOR OR THE JUNIOR CREDITOR OR THE OBLIGATIONS OF EITHER SUCH PARTY
TO THE OTHER SUCH PARTY IN ANY OTHER RESPECT AT ANY OTHER TIME.
12.
INFORMATION CONCERNING THE COMPANY.
THE JUNIOR CREDITOR HEREBY
ASSUMES RESPONSIBILITY FOR KEEPING ITSELF INFORMED OF