TO AND
INCLUDING SUCH BUSINESS DAY IF THE AMOUNTS SO PAID BY THE SECOND LIEN CREDITORS
TO THE BANK ACCOUNT DESIGNATED BY THE FIRST LIEN AGENT ARE RECEIVED IN SUCH BANK
ACCOUNT LATER THAN 1:00 P.M., NEW YORK CITY TIME.
6.4
NATURE OF SALE.
SUCH PURCHASE AND SALE SHALL BE EXPRESSLY MADE
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE FIRST LIEN CREDITORS AS TO
THE FIRST LIEN LOAN OBLIGATIONS OR OTHERWISE AND WITHOUT RECOURSE TO THE FIRST
LIEN CREDITORS, EXCEPT FOR REPRESENTATIONS AND WARRANTIES AS TO THE FOLLOWING:
(I) THE AMOUNT OF THE FIRST LIEN LOAN OBLIGATIONS BEING PURCHASED (INCLUDING AS
TO THE PRINCIPAL OF AND ACCRUED AND UNPAID INTEREST ON SUCH FIRST LIEN LOAN
OBLIGATIONS, FEES AND EXPENSES THEREOF), (II) THAT THE FIRST LIEN LENDERS OWN
THE FIRST LIEN LOAN OBLIGATIONS FREE AND CLEAR OF ANY LIENS, AND (III) EACH
FIRST LIEN LENDER HAS THE FULL RIGHT AND POWER TO ASSIGN ITS FIRST LIEN LOAN
OBLIGATIONS AND SUCH ASSIGNMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION BY SUCH FIRST LIEN LENDER.
Section 7.
Bankruptcy Matters.
7.1
RELIEF FROM THE AUTOMATIC STAY.
UNTIL THE FIRST LIEN LOAN
TERMINATION DATE, THE SECOND LIEN AGENT, ON BEHALF OF ITSELF AND THE SECOND LIEN
CREDITORS, AGREES THAT NONE OF THEM SHALL SEEK (OR SUPPORT ANY OTHER PERSON
(OTHER THAN THE FIRST LIEN AGENT) SEEKING) REFLIEF FROM THE AUTOMATIC SAY OR ANY
OTHER STAY IN ANY INSOLVENCY PROCEEDING IN RESPECT OF THE COLLATERAL, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE FIRST LIEN AGENT.
7.2
POST PETITION FINANCING.
(A)
IF ANY OBLIGOR OR OBLIGORS SHALL BECOME SUBJECT TO A CASE UNDER
THE BANKRUPTCY CODE AND SUCH OBLIGOR OR OBLIGORS AS DEBTOR(S)-IN-POSSESSION (OR
A TRUSTEE APPOINTED ON BEHALF OF SUCH OBLIGOR OR OBLIGORS) SHALL MOVE FOR EITHER
(X) APPROVAL OF FINANCING ("DIP FINANCING") TO BE PROVIDED BY ONE OR MORE OF THE
FIRST LIEN CREDITORS UNDER SECTION 364 OF THE BANKRUPTCY CODE OR (Y) THE USE OF
CASH COLLATERAL WITH THE CONSENT OF THE FIRST LIEN CREDITORS UNDER SECTION 363
OF THE BANKRUPTCY CODE, SUBJECT TO SECTION 7.2(B), THE SECOND LIEN CREDITORS
AGREE AS FOLLOWS:
(A) ADEQUATE NOTICE TO SECOND LIEN CREDITORS FOR SUCH
FINANCING OR USE OF CASH COLLATERAL SHALL BE DELIVERED TO THE SECOND LIEN
CREDITORS IF THE SECOND LIEN CREDITORS RECEIVES NOTICE TWO (2) BUSINESS DAYS
PRIOR TO THE ENTRY OF THE ORDER APPROVING SUCH FINANCING OR USE OF CASH
COLLATERAL, (B) SUCH FINANCING (INCLUDING ANY FIRST LIEN LOAN OBLIGATIONS WHICH
AROSE PRIOR TO THE INSOLVENCY PROCEEDING) MAY BE SECURED BY LIENS ON ALL OR A
PART OF THE ASSETS OF THE OBLIGORS WHICH SHALL BE SUPERIOR IN PRIORITY TO THE
LIENS ON THE ASSETS OF THE OBLIGORS HELD BY ANY OTHER PERSON, AND (C) THE SECOND
LIEN CREDITORS SHALL NOT CONTEST OR OPPOSE IN ANY MANNER SUCH FINANCING OR CASH
COLLATERAL USE AND SHALL BE DEEMED TO HAVE WAIVED ANY OBJECTIONS TO SUCH
FINANCING OR CASH COLLATERAL USE, INCLUDING BY ANY OBJECTION ALLEGING OBLIGORS'
FAILURE TO PROVIDE