OR MANNERS PROVIDED FOR IN
THE SENIOR DOCUMENTS; AND
(III)
THE JUNIOR OBLIGEE AGREES TO EXECUTE AND DELIVER ANY
DOCUMENTS, INSTRUMENTS, AGREEMENTS OR FURTHER ASSURANCES REQUIRED TO EFFECTUATE
ANY OF THE FOREGOING.
11.
BANKRUPTCY ISSUES.
(A)
EXCEPT AS PROVIDED IN THIS SECTION 11, THIS AGREEMENT SHALL CONTINUE IN
FULL FORCE AND EFFECT AFTER THE COMMENCEMENT OF A BANKRUPTCY CASE (ALL
REFERENCES HEREIN TO THE A GRANTOR BEING DEEMED TO APPLY TO SUCH GRANTOR AS
DEBTOR-IN-POSSESSION AND TO A TRUSTEE FOR SUCH GRANTOR'S ESTATE IN A BANKRUPTCY
CASE), AND SHALL APPLY WITH FULL FORCE AND EFFECT WITH RESPECT TO ALL COLLATERAL
ACQUIRED BY THE GRANTORS, AND TO ALL SECURED CREDITORS' INDEBTEDNESS INCURRED BY
THE GRANTORS, SUBSEQUENT TO SUCH COMMENCEMENT.
(B)
IF A GRANTOR SHALL BECOME SUBJECT TO A BANKRUPTCY CASE, AND IF THE SENIOR
AGENT AND THE NOTEHOLDERS SHALL DESIRE TO PERMIT THE USE OF CASH COLLATERAL OR
TO PROVIDE POST-PETITION FINANCING TO THE COMPANY, THE JUNIOR OBLIGEE AGREES AS
FOLLOWS:
(I) ADEQUATE NOTICE TO THE JUNIOR OBLIGEE SHALL BE DEEMED TO HAVE BEEN
PROVIDED FOR SUCH USE OF CASH COLLATERAL OR POST-PETITION FINANCING IF THE
JUNIOR OBLIGEE RECEIVES NOTICE THEREOF AT LEAST THREE (3) BUSINESS DAYS PRIOR TO
ANY HEARING ON A REQUEST TO APPROVE SUCH USE OF CASH COLLATERAL OR POST-PETITION
FINANCING; AND (II) NO OBJECTION WILL BE RAISED BY THE JUNIOR OBLIGEE TO ANY
SUCH USE OF CASH COLLATERAL OR SUCH POST-PETITION FINANCING BY THE SENIOR AGENT
OR THE NOTEHOLDERS, PROVIDED THAT THE JUNIOR OBLIGEE RETAINS ITS LIENS AND
SECURITY INTERESTS ON THE COLLATERAL, JUNIOR ONLY TO THE LIENS OR SECURITY
INTERESTS OF THE SENIOR AGENT AND THE NOTEHOLDERS THEREIN.
NO OBJECTION WILL BE
RAISED BY THE JUNIOR OBLIGEE TO THE SENIOR AGENT'S MOTION FOR RELIEF FROM THE
AUTOMATIC STAY IN ANY PROCEEDING UNDER THE BANKRUPTCY CODE TO FORECLOSE ON AND
SELL THE COLLATERAL.
12.
Notice of Default and Certain Events.
Each Creditor shall send
written notice to each other Creditor upon the occurrence of any of the
following as applicable:
(A)
THE DECLARATION OF ANY DEFAULT UNDER SUCH CREDITOR'S DOCUMENTS, OR THE
ACCELERATION OF ANY OF SUCH CREDITOR'S INDEBTEDNESS; OR
(B)
THE COMMENCEMENT OF ANY SALE OR LIQUIDATION OF, OR REALIZATION UPON, ANY
OF THE COLLATERAL.
Each such notice shall be sent to each other Secured Creditor contemporaneously
with the sending of such notice to a Grantor if and when sent under the
applicable Documents.
The failure of any Secured Creditor to give such notice
shall not affect the relative lien or security interest priorities or the other
privileges of such Secured Creditor as provided in this Agreement or give rise
to any liability.
13.
AUTHORITY OF AGENTS.
(A)
THE SENIOR AGENT REPRESENTS AND WARRANTS THAT THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE NOTEHOLDERS
AND THAT THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF
THE SENIOR AGENT AND THE NOTEHOLDERS, ENFORCEABLE AGAINST EACH OF THEM IN
ACCORDANCE WITH ITS TERMS.
(B)
THE JUNIOR OBLIGEE REPRESENTS