GUARANTORS TO REFLECT THE COMMENCEMENT OF THE
CHAPTER 11 CASES, THAT EACH DEBTOR, AS DEBTOR AND DEBTOR-IN-POSSESSION, IS THE
SUCCESSOR IN INTEREST TO SUCH BORROWER OR GUARANTOR, AS THE CASE MAY BE, THAT
THE OBLIGATIONS INCLUDE BOTH THE PRE-PETITION OBLIGATIONS AND THE POST-PETITION
OBLIGATIONS, THAT THE COLLATERAL INCLUDES BOTH THE PRE-PETITION COLLATERAL AND
THE POST-PETITION COLLATERAL AS PROVIDED FOR HEREIN AND THE OTHER TERMS AND
CONDITIONS OF THIS RATIFICATION AGREEMENT;
9.6
THE EXECUTION OR DELIVERY TO LENDER OF ALL OTHER FINANCING
AGREEMENTS, AND OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS WHICH, IN THE GOOD
FAITH JUDGMENT, OF LENDER ARE NECESSARY OR APPROPRIATE.
THE IMPLEMENTATION OF
THE TERMS OF THIS RATIFICATION AGREEMENT AND THE OTHER FINANCING AGREEMENTS, AS
MODIFIED PURSUANT TO THIS RATIFICATION AGREEMENT, ALL OF
19
WHICH CONTAINS PROVISIONS, REPRESENTATIONS, WARRANTIES, COVENANTS AND EVENTS OF
DEFAULT, AS ARE SATISFACTORY TO LENDER AND ITS COUNSEL;
9.7
SATISFACTORY REVIEW BY COUNSEL FOR LENDER OF LEGAL ISSUES
ATTENDANT TO THE POST-PETITION FINANCING TRANSACTIONS CONTEMPLATED HEREUNDER;
9.8
BORROWER AND EACH GUARANTOR SHALL COMPLY IN FULL WITH THE NOTICE
AND OTHER REQUIREMENTS OF THE BANKRUPTCY CODE AND THE APPLICABLE BANKRUPTCY
RULES WITH RESPECT TO ANY RELEVANT
FINANCING ORDER IN A MANNER ACCEPTABLE TO
LENDER AND ITS COUNSEL, AND AN INTERIM FINANCING ORDER SHALL HAVE BEEN ENTERED
BY THE BANKRUPTCY COURT (THE "INTERIM FINANCING ORDER") AUTHORIZING THE SECURED
FINANCING UNDER THE FINANCING AGREEMENTS AS RATIFIED AND AMENDED HEREUNDER ON
THE TERMS AND CONDITIONS SET FORTH IN THIS RATIFICATION AGREEMENT AND, AMONG
OTHER THINGS, MODIFYING THE AUTOMATIC STAY, AUTHORIZING AND GRANTING THE SENIOR
SECURITY INTEREST IN LIENS IN FAVOR OF LENDER DESCRIBED IN THIS RATIFICATION
AGREEMENT AND IN THE FINANCING ORDER, AND GRANTING SUPER-PRIORITY EXPENSE CLAIMS
TO LENDER WITH RESPECT TO ALL OBLIGATIONS DUE LENDER.
THE INTERIM FINANCING
ORDER SHALL AUTHORIZE POST-PETITION FINANCING UNDER THE TERMS SET FORTH IN THIS
RATIFICATION AGREEMENT IN AN AMOUNT ACCEPTABLE TO LENDER, IN ITS SOLE
DISCRETION, AND IT SHALL CONTAIN SUCH OTHER TERMS OR PROVISIONS AS LENDER AND
ITS COUNSEL SHALL REQUIRE;
9.9
WITH RESPECT TO FURTHER CREDIT AFTER EXPIRATION OF THE INTERIM
FINANCING ORDER, ON OR BEFORE THE EXPIRATION OF THE INTERIM FINANCING ORDER, THE
BANKRUPTCY COURT SHALL HAVE ENTERED A PERMANENT FINANCING ORDER AUTHORIZING THE
SECURED FINANCING ON THE TERMS AND CONDITIONS SET FORTH IN THIS RATIFICATION
AGREEMENT, GRANTING TO LENDER THE SENIOR SECURITY INTEREST AND LIENS DESCRIBED
ABOVE AND SUPER-PRIORITY ADMINISTRATIVE EXPENSE CLAIMS DESCRIBED ABOVE (EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED IN THE INTERIM FINANCING ORDER), AND
MODIFYING THE AUTOMATIC STAY AND OTHER PROVISIONS REQUIRED BY LENDER AND ITS
COUNSEL ("PERMANENT FINANCING ORDER").
LENDER SHALL NOT PROVIDE ANY LOANS (OR
OTHER FINANCIAL ACCOMMODATIONS) OTHER THAN THOSE AUTHORIZED UNDER THE INTERIM
FINANCING ORDER UNLESS, ON OR BEFORE THE EXPIRATION OF THE INTERIM FINANCING
ORDER, THE PERMANENT FINANCING ORDER SHALL HAVE BEEN ENTERED, AND THERE SHALL BE
NO APPEAL OR OTHER CONTEST WITH RESPECT TO EITHER THE INTERIM FINANCING ORDER OR
THE PERMANENT FINANCING ORDER AND THE TIME TO APPEAL TO CONTEST SUCH ORDER SHALL
HAVE EXPIRED;
9.10
OTHER THAN THE VOLUNTARY