Common use of Bankruptcy Issues Clause in Contracts

Bankruptcy Issues. If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor desires to permit the use of cash collateral or to provide financing to the 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 two (2) business 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 16, below. All allocations of payments between the Senior Creditor 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. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. (a) Except as provided in this Section 15, this Agreement shall continue in full force and effect after the commencement of an Insolvency Proceeding (all references herein to Obligors being deemed to apply to Obligors as debtor-in-possession and to a trustee for Obligors’ estates in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Obligors, and to all Indebtedness incurred by Obligors and owing to any Lender, subsequent to such commencement. (b) If the Borrower becomes the any Obligor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Agent and the Lenders shall desire to permit the use of cash collateral or to provide post-petition financing to such Obligor, the Borrower Subordinated Creditors agrees as follows: (i) adequate notice to the Subordinated Creditors shall be deemed to have been provided for such use of cash collateral or post-petition financing if the Subordinated Creditors receive notice thereof at least five (5) 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 Subordinated Creditors to any such use of cash collateral or such post-petition financing by the Agent and the Subordinated Creditors, on the grounds of a failure to provide adequate protection for the junior liens and security interests of the Subordinated Creditors in the Collateral, provided that (A) in the case of any post-petition financing, the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under either the circumstances, and (B) the Subordinated Creditors are granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Agent and the Lenders, junior only to the liens or security interests of the Agent and the Lenders therein. (c) In the event of any Insolvency Proceeding with respect to an Obligor, unless the Agent shall consent in writing, (i) if the Agent shall consent to any use, sale or lease of any Collateral (pursuant to Section 363 363(f) of the Bankruptcy Code or otherwise), each Subordinated Creditor having a Lien on all or any part of the Collateral, (A) shall not object to such use, sale or lease of such Collateral, (B) shall be deemed to have consented to such use, sale or lease of such Collateral, and (C) shall (promptly after the written request of the Agent) consent in writing to such use, sale or lease of such Collateral, (ii) no Subordinated Creditor shall seek relief from the automatic stay imposed pursuant to Section 364 362 of the Bankruptcy Code in order to exercise any rights or remedies in respect of any of the Collateral, (iii) no Subordinated Creditor shall object to or otherwise file any motion seeking to prevent the Agent from obtaining relief from the automatic stay imposed pursuant to Section 362 of the Bankruptcy Code in order to exercise any rights or remedies in respect of any of the Collateral, and (iv) no Subordinated Creditor shall assert any right to require adequate protection of its interest in any Collateral to the extent that an Obligor, as a debtor under the Bankruptcy Code, the Junior Creditor agrees that adequate notice of such financing seeks to the Junior Creditor, if required under applicable law, shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of subject 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 16, below. All allocations of payments between the Senior Creditor 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. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or Collateral to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditorsecure Indebtedness.

Bankruptcy Issues. (a) Except as provided in this Section 10, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Obligors being deemed to apply to Obligors as debtor-in-possession and to a trustee for Obligors' estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Obligors, and to all Secured Creditors' Indebtedness incurred by Obligors, subsequent to such commencement. (b) If the Borrower becomes the any Obligor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Lender shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Codesuch Obligor, the Junior Creditor agrees that Creditors agree as follows: (i) adequate notice of such financing to the Junior Creditor, if required under applicable law, Creditors shall be deemed to have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving for such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall or post-petition financing if the Junior Creditors receive 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 deemed given upon raised by the sending Junior Creditors to any such use of cash collateral or such notice post-petition financing by the Senior Lender, on the grounds of a failure to provide adequate protection for the Junior Creditors' junior liens and security interests in the Collateral, provided that the Junior Creditors are granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Senior Lender, junior only to the Junior Creditor in the manner specified in Section 16, below. All allocations liens or security interests of payments between the Senior Creditor and Lender therein. No objection will be raised by the Junior Creditor shall continue Secured Creditors to be made after the filing of a petition Senior Lender's motion for relief from the automatic stay in any proceeding under the Bankruptcy Code to foreclose on and sell the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral.

Bankruptcy Issues. If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor desires to permit the use of cash collateral or to provide financing to the 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 two (2) business 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 1614, below. All allocations of payments between the Senior Creditor 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. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "“adequate protection" ” of the Junior Creditor's ’s interest in such security in any Bankruptcy proceeding, proceeding or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Coderelief from automatic stay, without the prior written consent of the Senior Creditor. The Junior Credit shall promptly deliver any form of adequate projection it receives or the value thereof to the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's ’s 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. (a) Except as provided in this Section 10, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Obligor being deemed to apply to Obligor as debtor-in-possession and to a trustee for Obligor' estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Obligor, and to all Secured Creditors' Indebtedness incurred by Obligor, subsequent to such commencement. (b) If the Borrower becomes the Obligor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Agent and the Senior Lenders shall desire to permit the use of cash collateral or to provide post-petition financing to such Obligor, the Borrower Junior Agent and each Junior Lender agrees as follows: (i) adequate notice to the Junior Agent and the Junior Lenders shall be deemed to have been provided for such use of cash collateral or post-petition financing if the Junior Agent receive notice thereof at least five (5) 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 Agent or any Junior Lender to any such use of cash collateral or such post-petition financing by the Senior Agent or Senior Lenders, on the grounds of a failure to provide adequate protection for the Junior Agent's junior liens and security interests in the Collateral, provided that the Junior Agent, on behalf of the Junior Lenders, is granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Senior Agent on behalf of the Senior Lenders, junior only to the liens or security interests of the Senior Agent on behalf of the Senior Lenders therein. No objection will be raised by the Junior Agent or the Junior Lenders the Senior Agent's motion for relief from the automatic stay in any proceeding under either the Bankruptcy Code to foreclose on and sell the Collateral. (c) Without limiting the generality of the foregoing, until the Senior Indebtedness has been Paid in Full, the Junior Agent, on behalf of each Junior Lender agrees that the Senior Agent may consent to the sale or disposition of any or all of the Collateral in any bankruptcy, assignment for the benefit of creditors or similar proceedings against the Obligor (whether such sale or disposition is to be made pursuant to Section 363 or Section 364 of the Bankruptcy Code, pursuant to a plan of reorganization, or otherwise), and if such sale or disposition is commercially reasonable, the Junior Creditor agrees that adequate notice Agent, on behalf of such financing to the Junior CreditorLenders, if required under applicable lawin its capacity as a secured creditor, shall have been provided if the Junior Creditor receives notice two (2) business 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 to have consented to any such sale or disposition and all of the sending of such notice terms applicable thereto and shall, if requested to the Junior Creditor in the manner specified in Section 16, below. All allocations of payments between do so by the Senior Creditor Agent in connection with any such sale or disposition and with 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. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent release of the Senior Creditor. The Junior Creditor waives any claim Agent's Liens on the Junior Creditor may now or hereafter have against Collateral, promptly execute and deliver to the Senior Creditor arising out Agent a release of such Junior Agent's Liens with respect to the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared Collateral to be fraudulent sold 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditordisposed.

Bankruptcy Issues. (a) This Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Debtor being deemed to apply to Debtor as debtor-in-possession and to a the Trustee for Debtor's estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by Debtor, and to all Notes incurred by such Debtor, subsequent to such commencement. (b) If the Borrower becomes the Debtor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Agent or Lenders shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy CodeDebtor, the Junior Creditor Trustee agrees that as follows: (i) adequate notice of such financing to the Junior Creditor, if required under applicable law, Trustee shall be deemed to have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving for such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall or post-petition financing if the Trustee receives notice thereof at least one business day prior to any hearing on a request to approve such use of cash collateral or post-petition financing; and (ii) no objection will be deemed given upon raised by the sending Trustee to any such use of cash collateral or such notice post- petition financing by the Agent or Lenders on the grounds of a failure to provide adequate protection for the Trustee's junior liens and security interests in the Collateral, provided that the Trustee is granted the same rights, benefits, and protections as the Agent, including the same liens and security interests on the post-petition Collateral, that may be granted to or for the benefit of the Agent, junior only to the Junior Creditor liens or security interests of the Agent therein. No objection will be raised by the Trustee to the Agent's motion for relief from the automatic stay in the manner specified in Section 16, below. All allocations of payments between the Senior Creditor and the Junior Creditor shall continue to be made after the filing of a petition any proceeding under the Bankruptcy Code to foreclose on the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceedingand sell, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral forcollect, 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral.

Bankruptcy Issues. (a) Except as provided in this SECTION 9, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Debtor being deemed to apply to Debtor as debtor-in-possession and to a trustee for Debtor's estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by Debtor, and to all Secured Creditors' Indebtedness incurred by Debtor, subsequent to such commencement. (b) If the Borrower becomes the Debtor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy CodeDebtor, the Junior Subordinated Creditor agrees that as follows: (i) adequate notice of such financing to the Junior Creditor, if required under applicable law, Subordinated Creditor shall be deemed to have been provided for such use of cash collateral or post-petition financing if the Junior Creditor receives such parties receive notice two (2) thereof at least three business days prior to entry the earlier of (y) any order approving hearing on a request to approve such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall or post-petition financing or (z) the date of entry of an order approving the same; and (ii) no objection will be deemed given upon raised by Subordinated Creditor to any such use of cash collateral or such post-petition financing by Senior Creditor on the sending grounds of such notice a failure to provide adequate protection for the Subordinated Creditor's junior liens and security interests in the Collateral, provided that the Subordinated Creditor is granted the same rights, benefits, and protections as Senior Creditor, including the same liens and security interests on the post-petition Collateral, that may be granted to or for the benefit of Senior Creditor, junior only to the Junior Creditor in the manner specified in Section 16, below. All allocations liens or security interests of payments between the Senior Creditor and therein. No objection will be raised by Subordinated Creditor to Senior Creditor's motion for relief from the Junior Creditor shall continue to be made after the filing of a petition automatic stay in any proceeding under the Bankruptcy Code to foreclosure on and sell the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral.

Bankruptcy Issues. (a) Except as provided in this Section 10, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Obligors being deemed to apply to Obligors as debtor-in-possession and to a trustee for Obligors' estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by such Obligors, and to all Secured Creditors' Indebtedness incurred by Obligors, subsequent to such commencement. (b) If the Borrower becomes the any Obligor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Agent or the Senior Lenders shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Codesuch Obligor, the Junior Creditor Senior Subordinated Lender agrees that as follows: (i) adequate notice of such financing to the Junior Creditor, if required under applicable law, Senior Subordinated Lender shall be deemed to have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving for such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall or post-petition financing if the Senior Subordinated Lender receive 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 deemed given upon raised by the sending Senior Subordinated Lender to any such use of cash collateral or such notice post-petition financing by the Senior Agent or the Senior Lenders. No objection will be raised by the Senior Subordinated Secured Creditors to the Junior Creditor Senior Agent's motion for relief from the automatic stay in the manner specified in Section 16, below. All allocations of payments between the Senior Creditor and the Junior Creditor shall continue to be made after the filing of a petition any proceeding under the Bankruptcy Code to foreclose on and sell the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral.

Bankruptcy Issues. If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor desires to permit the use of cash collateral or to provide financing to the 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 two (2) business 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 16, below. All allocations of payments between the Senior Creditor 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. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, proceeding or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Coderelief from automatic stay, without the prior written consent of the Senior Creditor. The Junior Credit shall promptly deliver any form of adequate projection it receives or the value thereof to the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. If (a) This Agreement shall be applicable both before and after the Borrower commencement, whether voluntary or involuntary, of any case of either of the Obligors under the Bankruptcy Code (a "Bankruptcy Case") and all references herein shall be deemed to apply to any such Obligor as a debtor-in- possession and to any trustee in bankruptcy for the estate of any such Obligor. (b) If: (i) an Obligor or such Obligor's estate becomes the subject of proceedings under a Bankruptcy Case, and (ii) the Bankruptcy Code and if the Senior Creditor desires Lenders collectively desire to permit the use of their cash collateral under Section 363 of the Bankruptcy Code or to provide financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Code, in either case secured only by Receivables arising after the Junior Creditor commencement of any such Bankruptcy Case and in either case for the normal business purposes of the applicable borrower; and -6- (iii) in connection with any such use of cash collateral or financing, the applicable borrower and each other obligor under such cash collateral usage or financing arrangement (whether an Obligor or any affiliate of such Obligor) grants to the Trustee and the Agent, respectively, pursuant to court order, a first priority security interest (subject to no other liens) in all of its personal property (other than its Receivables) arising or acquired after the commencement of such Bankruptcy Case that would have constituted Trustee Collateral and Lender Collateral, respectively, but for the occurrence of such Bankruptcy Case; then the Trustee agrees that (x) adequate notice of such financing to the Junior Creditor, if required under applicable law, Trustee shall have been provided if (i) with respect to any motion seeking emergency or preliminary authorization to use cash collateral or for post-petition financing, the Junior Creditor receives notice Trustee received notice, by telecopy, overnight courier or hand delivery to the Trustee at its address set forth herein, two (2) business days prior to before the entry of any order approving such cash collateral usage or financing. Notice financing and (ii) with respect to any other motions, such notice as is required by law; (y) the Trustee shall not object to such cash collateral usage or financing based on: (I) any claim that the Trustee's liens and security interest are not adequately protected, (II) any objection to the nature or scope of a any adequate protection granted to the Lenders in the form of replacement or additional liens on Receivables arising after the commencement of such Bankruptcy Case, or (III) any proposed application of pre-petition Receivables proceeds to the Lenders' pre-petition claims, and (z) the Trustee shall not seek to have the automatic stay lifted with respect to the Trustee Collateral for any of the reasons enumerated in the preceding clause (y) so long as such cash collateral usage or financing has not been terminated. (c) Except to the extent specifically stated herein, this Agreement shall not affect or limit the rights of the Trustee and the Securityholders, or the Agent and the Lenders, in connection with (i) any use or proposed use of cash collateral shall be deemed given upon or debtor-in-possession financing or proposed debtor-in-possession financing (including, without limitation, any right to object in the sending of such notice form of, or any provision of, any cash collateral usage or financing order, to the Junior Creditor in extent such objection is not expressly prohibited by Section 7(b) hereof), (ii) any effort to seek adequate protection or relief from the manner specified automatic stay or (iii) any Bankruptcy Case. (d) Notwithstanding anything to the contrary contained in Section 1611 hereof, below. All allocations of payments between if the Senior Creditor and the Junior Creditor shall continue Agent or any Lender is required under any bankruptcy or other law to be made after the filing of a petition under the Bankruptcy Code on the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debtreturn to an Obligor, the Junior Creditor agrees not to assert estate in bankruptcy thereof, any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceedingthird party, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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 other representative of such Obligor, any other party under payment or distribution of assets, whether in cash, property, or securities, including, without limitation, any Bankruptcy lawReceivables, state previously received by the Agent or federal lawsuch Lender on account of the Lender Obligations (a "Lender Reinstatement Distribution"), common law or equitable cause, then, then to the extent permitted by law, this Agreement shall be reinstated with respect to any such Lender Reinstatement Distribution. Neither the Agent nor any Lender shall be required to contest its obligation to return such Lender Reinstatement Distribution if the Agent or such Lender elects for any reason not to contest such obligation. (e) Notwithstanding anything to the contrary contained in Section 11 hereof, if the Trustee or any Securityholder is required under any bankruptcy or other law to return to an Obligor, the estate in bankruptcy thereof, any third party, or trustee, receiver or other representative of such Obligor, any payment or proceeds receiveddistribution of assets, the Senior Debtwhether in cash, property, or part thereofsecurities, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been including, without limitation, any Receivables, previously received by the Senior CreditorTrustee or such Securityholder on account of the Note Obligations (a "Trustee Reinstatement Distribution"), then to the extent permitted by law, this Agreement shall be reinstated with respect to any such Trustee Reinstatement Distribution. Neither the Trustee nor any Securityholder shall be required to contest its obligation to return such Trustee Reinstatement Distribution if the Trustee or such Securityholder elects for any reason not to contest such obligation.

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 the Borrower becomes the a Grantor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Agent and the Noteholders shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy CodeCompany, the Junior Creditor Obligee agrees that as follows: (i) adequate notice of such financing to the Junior Creditor, if required under applicable law, Obligee shall be deemed to have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving for such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall 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 deemed given upon raised by the sending Junior Obligee to any such use of cash collateral or such notice 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 Junior Creditor in the manner specified in Section 16, below. All allocations liens or security interests of payments between the Senior Creditor Agent and the Noteholders therein. No objection will be raised by the Junior Creditor shall continue Obligee to be made after the filing of a petition Senior Agent’s motion for relief from the automatic stay in any proceeding under the Bankruptcy Code to foreclose on and sell the basis provided in this Agreement. In the event that the Junior Creditor at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral.

Bankruptcy Issues. If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior Creditor PKM desires to permit the use of cash collateral or to provide financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy Code, the Junior Creditor each of Xxxxxx and Draft agrees that adequate notice of such financing to the Junior Creditoreither of them, if required under applicable law, shall have been provided if the Junior Creditor each receives notice two (2) business 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 Xxxxxx and Draft in the manner specified in Section 1614, below. All allocations of payments between the Senior Creditor PKM and the Junior Creditor Xxxxxx and Draft shall continue to be made after the filing of a petition under the Bankruptcy Code on the basis provided in this Agreement. In the event that the Junior Creditor Xxxxxx or Draft at any time acquires any security for the Subordinated Debt, the Junior Creditor each of Xxxxxx and Draft agrees not to assert any right Xxxxxx or Draft, as the Junior Creditor case may be, may have to "“adequate protection" ” of the Junior Creditor's their respective interest in such security in any Bankruptcy proceeding, proceeding or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Coderelief from automatic stay, without the prior written consent of PKM. Each of Xxxxxx and Draft shall promptly deliver any form of adequate projection it receives or the Senior Creditorvalue thereof to PKM. The Junior Creditor Each of Xxxxxx and Draft waives any claim the Junior Creditor either may now or hereafter have against the Senior Creditor PKM arising out of the Senior Creditor's PKM’s 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor PKM receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorPKM.

Bankruptcy Issues. (a) Except as provided in this Section 10, this Agreement shall continue in full force and effect after the commencement of a Bankruptcy Case (all references herein to Debtor being deemed to apply to Debtor as debtor-in-possession and to a trustee for Debtor's estate in a Bankruptcy Case), and shall apply with full force and effect with respect to all Collateral acquired by Debtor, and to all Secured Creditors' Indebtedness incurred by Debtor, subsequent to such commencement. (b) If the Borrower becomes the Debtor shall become subject of proceedings under the to a Bankruptcy Code Case, and if the Senior Creditor desires Creditors shall desire to permit the use of cash collateral or to provide post-petition financing to the Borrower under either Section 363 or Section 364 of the Bankruptcy CodeDebtor ("DIP Financing"), 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 two (2) business days prior to entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral Subordinated Creditors shall be deemed given upon to have consented to any DIP Financing provided by Senior Creditors provided that (i) Subordinated Creditors are provided with replacement liens on the sending same assets and provided with the same type of such notice priority as the DIP Financing junior only to the Junior Creditor in liens and priority of the manner specified in Section 16, below. All allocations of payments between DIP Financing and the Senior Creditor Indebtedness, (ii) the aggregate amount of the DIP Financing and the Junior Senior Creditor shall continue to be made after Indebtedness does not exceed the filing Maximum Amount (as defined in the Senior Creditor Agreement) and (iii) the Subordinated Creditors are provided with current payment of a petition under the Bankruptcy Code on the basis provided in this Agreementreasonable fees and expenses of counsel and financial advisors. In the event that the Junior DIP Financing is provided by a third party or by the Senior Creditors on terms different from those set forth in the immediately preceding sentence, the Subordinated Creditors shall be free to seek relief from the automatic stay or adequate protection. No objection will be raised by Subordinated Creditors to Senior Agent's motion for relief from the automatic stay in any proceeding under the Bankruptcy Code to foreclose on and sell the Collateral. (c) In the event of (i) any Bankruptcy Case, or (ii) any proceedings for voluntary liquidation, dissolution, or other winding up of Debtor, then, in each case, (1) all Senior Creditor at Indebtedness shall first be paid in full in cash before any time acquires payment is made by or on behalf of Debtor on the Subordinated Creditors Indebtedness; (2) any security direct or indirect payment or distribution of assets of the Debtor, whether in cash, property or securities, to which any Subordinated Creditors would be entitled except for the Subordinated Debtprovisions hereof, shall be paid or delivered by the Junior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceedingDebtor, or any receiver, trustee in bankruptcy, liquidation trustee, disbursing agent or other person making such payment or distribution, directly to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim Creditors to the Junior Creditor may now or hereafter have against extent necessary to pay the Senior Creditor arising out Indebtedness, before any payment or distribution shall be made to any Subordinated Creditors, except that Subordinated Creditors may receive equity of the Debtor or securities subordinated to Senior Creditor's election, Creditors in the same manner as the Subordinated Creditors Indebtedness. (d) If Subordinated Creditors does not file a proper claim or proof of debt or other document or amendment thereof in the form required 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 prior to 15 days before the Borrowerexpiration of time to file such claim or other document or amendment thereof, then Senior Agent shall have the right (but not the obligation) in such proceeding, and hereby irrevocably is appointed lawful attorney of Subordinated Creditors for the purpose of enabling Senior Agent to file and prove all claims therefor and to execute and deliver all documents in such proceeding in name of Subordinated Creditors or otherwise in respect of such claims, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared Agent reasonably may determine to be fraudulent necessary or preferential, set aside and/or required appropriate to be repaid to a trustee, receiver or any other party under any Bankruptcy law, state or federal law, common law or equitable cause, then, to the extent prevent forfeiture of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditorclaims.

Bankruptcy Issues. If (a) This Agreement (including all rights and priorities set forth herein) shall continue in full force and effect upon the Borrower becomes the subject commencement of proceedings a Bankruptcy Case as contemplated under Section 510(a) of the Bankruptcy Code (all references herein to Debtor being deemed to apply to debtor as a debtor-in-possession and to a trustee for Debtor’s estate in a Bankruptcy Case), and irrespective of the terms of any plan of reorganization adopted therein, and shall apply with full force and effect with respect to all Collateral acquired by Debtor, and to all Senior Creditor Obligations and Subordinated Creditor Obligations incurred by Debtor, subsequent to such commencement. (b) If Debtor shall become subject to a Bankruptcy Case, and if the Senior Creditor desires shall desire to permit the use of cash collateral or to provide or consent to any post-petition financing to Debtor, Subordinated Creditors and the Borrower under either Section 363 or Section 364 of the Bankruptcy Code, the Junior Creditor agrees that Administrative Agent agree as follows: (i) adequate notice of such financing to each Subordinated Creditor and the Junior Creditor, if required under applicable law, Administrative Agent shall be deemed to have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving for such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of or post-petition financing if such notice to the Junior Creditor in the manner specified in Section 16, below. All allocations of payments between the Senior Subordinated Creditor and the Junior Administrative Agent receive notice thereof at least one business day prior to the earlier of (y) any hearing on a request to approve such use of cash collateral or post-petition financing or (z) the date of entry of an order approving the same; and (ii) no objection will be raised by such Subordinated Creditor shall continue or the Administrative Agent to any such use of cash collateral or such post-petition financing on any grounds, including, without limitation, the failure to provide adequate protection for the Subordinated Creditor’s junior liens and security interests in the Collateral, provided that Senior Creditor makes no objection if such Subordinated Creditor seeks to be made after granted the filing of a petition under same rights, benefits, and protections as Senior Creditor, including the Bankruptcy Code same liens and security interests on the basis post-petition Collateral, that may be granted to or for the benefit of Senior Creditor, junior only to the liens or security interests of Senior Creditor therein. (c) If Debtor shall become subject to a Bankruptcy Case, Subordinated Creditors and the Administrative Agent shall not (i) contest or object to any motion on behalf of any Senior Creditor for relief from the automatic stay in a Bankruptcy Case to exercise any rights with respect to the Collateral, including without limitation, foreclosure on and selling any of the Collateral; (ii) seek to provide debtor-in-possession loans or advances to any Debtor wherein Senior Creditor’s liens would be subordinated in priority; (iii) oppose the confirmation of any Debtor’s plan of reorganization if such action might adversely affect such Borrower’s business or ability to repay the Senior Debt; (iv) take an action against or vote a claim or right in connection with a plan of reorganization in a Bankruptcy Case of Borrower which Secured Creditor otherwise supports; or (v) take any other act in connection with any Bankruptcy Case that can directly or indirectly negatively affect the Collateral, the rights and remedies of Senior Creditor in such proceeds or with respect to the Collateral, or the exercise of such rights and remedies. (d) In the event of (i) any Bankruptcy Case, or (ii) any proceedings for voluntary liquidation, assignment for the benefit or creditors, dissolution, or other winding up of Debtor, then, in each case, (1) all Senior Creditor Obligations shall first be paid in full in cash before any payment is made by or on behalf of Debtor on the Subordinated Creditor Obligations; (2) any payment or distribution of any kind or character (whether in cash, securities, assets, by set-off, or otherwise), including but not limited to those intended to be for adequate protection (irrespective of whether an Event of Default has occurred) or as provided for in a plan of reorganization or otherwise, to which Subordinated Creditor would be entitled but for the provisions of this Agreement, shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receive, a liquidating trustee, or otherwise, directly to Senior Creditor to the extent necessary to make payment in full in cash of all Senior Creditor Obligations remaining unpaid. In the event that, notwithstanding the provisions of this Agreement, Subordinated Creditor shall have received any payment or distribution of any kind or character (whether in cash, securities, assets, by setoff, or otherwise) that it is not entitled to receive by the Junior foregoing provisions, before all Senior Creditor at any time acquires any security Obligations is paid in full, then and in such event such payment or distribution shall be segregated and held in trust for the Subordinated Debtbenefit of and immediately shall be paid over to Senior Creditor for application against the payment of all Senior Creditor Obligations remaining unpaid until all such Senior Creditor Obligations shall have been indefeasibly paid in full, the Junior in cash, and all obligations of Senior Creditor agrees not to assert any right the Junior Creditor may have to "adequate protection" of the Junior Creditor's interest in such security in any Bankruptcy proceeding, or to seek to have the Junior Creditor's claims in such Bankruptcy proceeding treated as "secured claims" extend credit under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's 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 Borrower, as debtor in possession, or by a trustee. To the extent that the Senior Creditor receives 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, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not Agreements have been received by the Senior Creditorirrevocably terminated.