OR FOR THE BENEFIT OF THE BORROWERS IN
RELIANCE HEREON.
NO OBLIGATION OF THE JUNIOR CREDITOR HEREUNDER SHALL BE
AFFECTED BY THE DEATH OR INCAPACITY OF, OR WRITTEN REVOCATION BY, THE JUNIOR
CREDITOR OR ANY OTHER SUBORDINATED PARTY, PLEDGOR, ENDORSER, OR GUARANTOR, IF
ANY.
SECTION 10.
ADDITIONAL AGREEMENTS BETWEEN SENIOR CREDITORS AND
BORROWERS.
THE SENIOR CREDITORS, AT ANY TIME AND FROM TIME TO TIME, MAY ENTER
INTO SUCH AGREEMENT OR AGREEMENTS WITH THE BORROWERS AS THE SENIOR CREDITORS MAY
DEEM PROPER, INCREASING THE AMOUNT OF, EXTENDING THE TIME OF PAYMENT OF OR
RENEWING OR OTHERWISE ALTERING THE TERMS OF ALL OR ANY OF THE SENIOR DEBT OR
AFFECTING ANY SECURITY UNDERLYING ANY OR ALL OF THE SENIOR DEBT, AND MAY
EXCHANGE, SELL, RELEASE, SURRENDER OR OTHERWISE DEAL WITH ANY SUCH SECURITY,
WITHOUT IN ANY WAY THEREBY IMPAIRING OR AFFECTING THIS AGREEMENT.
SECTION 11.
BANKRUPTCY ISSUES.
IF ANY BORROWER BECOMES THE SUBJECT
OF PROCEEDINGS UNDER THE BANKRUPTCY CODE AND IF THE SENIOR CREDITORS DESIRE TO
PERMIT THE USE OF CASH COLLATERAL OR TO PROVIDE FINANCING TO SUCH BORROWER UNDER
EITHER SECTION 363 OR SECTION 364 OF THE BANKRUPTCY CODE, THE JUNIOR CREDITOR
AGREES THAT ADEQUATE NOTICE OF SUCH FINANCING TO THE JUNIOR CREDITOR, IF
REQUIRED UNDER APPLICABLE LAW, SHALL HAVE BEEN PROVIDED IF THE JUNIOR CREDITOR
RECEIVES NOTICE TEN (10) DAYS PRIOR TO ENTRY OF ANY ORDER APPROVING SUCH CASH
COLLATERAL USAGE OR FINANCING.
NOTICE OF A PROPOSED FINANCING OR USE OF CASH
COLLATERAL SHALL BE DEEMED GIVEN UPON THE SENDING OF SUCH NOTICE TO THE JUNIOR
CREDITOR IN THE MANNER SPECIFIED IN SECTION 17.
ALL ALLOCATIONS OF PAYMENTS
BETWEEN THE SENIOR CREDITORS AND THE JUNIOR CREDITOR SHALL CONTINUE TO BE MADE
AFTER THE FILING OF A PETITION UNDER THE BANKRUPTCY CODE ON THE BASIS PROVIDED
IN THIS AGREEMENT.
THE JUNIOR CREDITOR AGREES NOT TO ASSERT ANY RIGHT IT MAY
HAVE TO "ADEQUATE PROTECTION" OF ITS INTEREST IN THE JUNIOR COLLATERAL, OR ANY
OTHER SECURITY FOR THE SUBORDINATED DEBT IT MAY HAVE ACQUIRED, IN ANY BANKRUPTCY
PROCEEDING, OR TO SEEK TO HAVE ITS CLAIMS IN SUCH BANKRUPTCY PROCEEDING TREATED
AS
6
"SECURED CLAIMS" UNDER SECTION 506(A) OF THE BANKRUPTCY CODE, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE SENIOR CREDITORS.
THE JUNIOR CREDITOR WAIVES ANY CLAIM
THE JUNIOR CREDITOR MAY NOW OR HEREAFTER HAVE AGAINST THE SENIOR CREDITORS
ARISING OUT OF THE SENIOR CREDITORS' ELECTION, IN ANY PROCEEDING INSTITUTED
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, OF THE APPLICATION OF SECTION
1111(B)(2) OF THE BANKRUPTCY CODE, AND/OR ANY BORROWING OR GRANT OF A SECURITY
INTEREST UNDER SECTION 364 OF THE BANKRUPTCY CODE BY THE BORROWERS, AS DEBTOR IN
POSSESSION, OR BY A TRUSTEE.
TO THE EXTENT THAT THE SENIOR CREDITORS RECEIVE
PAYMENTS ON, OR PROCEEDS OF ANY COLLATERAL FOR, THE SENIOR DEBT WHICH ARE
SUBSEQUENTLY AVOIDED, INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL,
SET ASIDE AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY
UNDER ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE,