SUCH FINANCING OR TO THE LIENS ON THE
PRIOR LIEN COLLATERAL SECURING THE SAME ("DIP FINANCING LIENS") OR TO ANY USE OF
CASH COLLATERAL CONSTITUTING PRIOR LIEN COLLATERAL AND WILL NOT REQUEST ADEQUATE
PROTECTION OR ANY OTHER RELIEF IN CONNECTION THEREWITH (EXCEPT, AS EXPRESSLY
AGREED BY THE CONTROLLING AGENT OR TO THE EXTENT PERMITTED BY SECTION 6.03),
UNLESS THE CONTROLLING AGENT OR CONTROLLING SECURED PARTIES THEN OPPOSE OR
OBJECT TO SUCH DIP FINANCING OR SUCH DIP FINANCING LIENS OR USE OF SUCH CASH
COLLATERAL (AND, TO THE EXTENT THAT SUCH DIP FINANCING LIENS ARE SENIOR TO, OR
RANK PARI PASSU WITH, PRIOR LIENS ON SUCH PRIOR COLLATERAL, EACH JUNIOR AGENT
WILL, FOR ITSELF AND ON BEHALF OF THE OTHER JUNIOR SECURED PARTIES, SUBORDINATE
THE JUNIOR LIENS ON SUCH COLLATERAL TO THE PRIOR LIENS AND THE DIP FINANCING
LIENS ON THE SAME BASIS AS THE JUNIOR LIENS ARE SUBORDINATED TO THE PRIOR LIENS
UNDER THIS AGREEMENT (AND ALL OBLIGATIONS RELATING THERETO)), SO LONG AS, IN
CONNECTION WITH THE GRANT OF ANY DIP FINANCING LIENS, THE JUNIOR SECURED PARTIES
RETAIN LIENS ON ALL THE PRIOR LIEN COLLATERAL WITH THE SAME PRIORITY IN RELATION
TO THE PRIOR LIENS AS EXISTED PRIOR TO THE COMMENCEMENT OF THE CASE UNDER THE
BANKRUPTCY CODE.
37
(C)
EACH JUNIOR AGENT, ON BEHALF OF ITSELF AND ITS RELATED SECURED PARTIES,
AGREES THAT IT WILL NOT OBJECT TO OR OPPOSE A SALE OR OTHER DISPOSITION OF ANY
PRIOR LIEN COLLATERAL (OR ANY PORTION THEREOF) UNDER SECTION 363 OF THE
BANKRUPTCY CODE OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE FREE AND CLEAR OF
ITS LIENS (SUBJECT TO ATTACHMENT OF PROCEEDS WITH RESPECT TO THE JUNIOR LIEN ON
SUCH PRIOR LIEN COLLATERAL IN FAVOR OF SUCH JUNIOR AGENT IN THE SAME ORDER AND
MANNER AS OTHERWISE SET FORTH HEREIN) OR OTHER CLAIMS UNDER SECTION 363 OF THE
BANKRUPTCY CODE IF THE CONTROLLING AGENT OR THE CONTROLLING SECURED PARTIES
SHALL HAVE CONSENTED TO SUCH SALE OR DISPOSITION OF SUCH PRIOR COLLATERAL.
(D)
IF, IN CONNECTION WITH ANY JUDICIAL OR INSOLVENCY PROCEEDING, DEBT
OBLIGATIONS OF THE REORGANIZED DEBTOR SECURED BY LIENS UPON ANY PROPERTY OF THE
REORGANIZED DEBTOR ARE DISTRIBUTED PURSUANT TO A PLAN OF REORGANIZATION OR
SIMILAR DISPOSITIVE RESTRUCTURING PLAN, BOTH ON ACCOUNT OF THE PRIOR OBLIGATIONS
AND THE JUNIOR OBLIGATIONS, THEN, TO THE EXTENT THE DEBT OBLIGATIONS DISTRIBUTED
ON ACCOUNT OF THE PRIOR OBLIGATIONS AND ON ACCOUNT OF THE JUNIOR OBLIGATIONS ARE
SECURED BY LIENS UPON THE SAME PROPERTY, THE PROVISIONS OF THIS AGREEMENT WILL
SURVIVE THE DISTRIBUTION OF SUCH DEBT OBLIGATIONS PURSUANT TO SUCH PLAN AND WILL
APPLY WITH LIKE EFFECT TO THE LIENS SECURING SUCH DEBT OBLIGATIONS.
SECTION 6.02.
RELIEF FROM THE AUTOMATIC STAY.
UNTIL THE DISCHARGE OF PRIOR
OBLIGATIONS HAS OCCURRED, EACH JUNIOR AGENT, ON BEHALF OF ITSELF AND ITS RELATED
SECURED PARTIES, AGREES THAT NONE OF THEM SHALL SEEK (OR SUPPORT ANY OTHER
PERSON SEEKING) RELIEF FROM THE AUTOMATIC STAY OR ANY OTHER STAY IN ANY
INSOLVENCY OR LIQUIDATION PROCEEDING IN RESPECT OF ANY COMMON