OBLIGATIONS HAVE BEEN PAID IN FULL, AND NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE SECOND LIEN LOAN DOCUMENTS, THE SECOND LIEN CREDITORS
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE FIRST LIEN AGENT, AGREE TO
ANY AMENDMENT, MODIFICATION OR SUPPLEMENT TO THE SECOND LIEN LOAN DOCUMENTS OR
ANY REFINANCING OF THE SECOND LIEN LOAN DOCUMENTS THAT THAT WOULD (I) INCREASE
THE INTEREST RATES ON THE SECOND LIEN LOAN OBLIGATIONS TO AN AMOUNT GREATER THAN
3.0% PER ANNUM ABOVE THE RATES AS ARE IN EFFECT ON THE DATE HEREOF (EXCLUDING,
WITHOUT LIMITATION, FLUCTUATIONS IN UNDERLYING RATE INDICES AND IMPOSITION OF A
DEFAULT RATE OF 2% PER ANNUM, (II) SHORTEN THE MATURITY OR WEIGHTED AVERAGE LIFE
TO MATURITY OF THE SECOND LIEN LOAN OBLIGATIONS, (III) INCREASE THE AMOUNT OF
THE SECOND LIEN LOAN OBLIGATIONS (OTHER THAN THROUGH THE ADDITION TO PRINCIPAL
OF CAPITALIZED INTEREST AND EXPENSES), OR (IV) CHANGE ANY REQUIREMENT AS TO
PREPAYMENT OF THE SECOND LIEN LOAN OBLIGATIONS THAT WOULD INCREASE THE AMOUNT OF
ANY REQUIRED PREPAYMENT UNDER THE SECOND LIEN LOAN DOCUMENTS, CREATE A NEW
PREPAYMENT REQUIREMENT OR MOVE TO AN EARLIER DATE ANY PREPAYMENT REQUIREMENT
UNDER THE SECOND LIEN LOAN DOCUMENTS, OR (V) ADD OR MAKE MORE RESTRICTIVE ANY
COVENANTS, AGREEMENTS, OR EVENTS OF DEFAULT UNDER THE SECOND LIEN LOAN
DOCUMENTS.
5.3
ENFORCEMENT ACTIONS BY SECOND LIEN CREDITORS; PREPAYMENTS.
(A)
THE SECOND LIEN CREDITORS SHALL GIVE THE FIRST LIEN AGENT AT LEAST
FIVE (5) BUSINESS DAYS' WRITTEN NOTICE PRIOR TO TAKING ANY ENFORCEMENT ACTION,
WHICH NOTICE MAY BE GIVEN DURING THE PENDENCY OF ANY STANDSTILL PERIOD.
(B)
EXCEPT AS OTHERWISE PERMITTED BY THIS AGREEMENT OR THE TERMS OF
THE FIRST LIEN LOAN DOCUMENTS AS IN EFFECT AT SUCH TIME, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE FIRST LIEN AGENT, NO SECOND LIEN CREDITOR WILL TAKE,
DEMAND OR RECEIVE FROM ANY OBLIGOR ANY PAYMENT OR PREPAYMENT OF PRINCIPAL OF THE
SECOND LIEN LOAN OBLIGATIONS THAT IS NOT PERMITTED UNDER THE TERMS OF THE GE
CREDIT AGREEMENT AS IN EFFECT ON THE DATE HEREOF, PROVIDED, HOWEVER THAT
NOTWITHSTANDING THE FOREGOING, THE SECOND LIEN AGENT AND ANY SECOND LIEN LENDERS
PAYMENT MAY RECEIVE PAYMENTS OF PRINCIPAL, PREMIUM, INTERESTS, FEES AND OTHER
AMOUNTS DUE UNDER THE SECOND LIEN LOAN DOCUMENTS AND SO PERMITTED SO LONG AS
SUCH RECEIPT IS NOT THE DIRECT OR INDIRECT RESULT OF THE ENFORCEMENT OR EXERCISE
BY THE SECOND LIEN AGENT OR ANY SECOND LIEN LENDER OF RIGHTS OR REMEDIES AS A
SECURED CREDITOR (INCLUDING ANY RIGHT OF SETOFF) OR ENFORCEMENT IN CONTRAVENTION
OF THIS AGREEMENT OF ANY LIEN IN FAVOR OF THE SECOND LIEN CREDITORS..
Section 6.
Second Lien Creditors Purchase Option.
6.1
PURCHASE NOTICE.
UPON THE SECOND LIEN CREDITORS' RECEIPT OF A
NOTICE FROM FIRST LIEN AGENT (THE "AGENT'S NOTICE") THAT FIRST LIEN AGENT HAS
ACCELERATED THE FIRST LIEN LOAN OBLIGATIONS (WHICH THE FIRST LIEN AGENT AGREES
TO GIVE PROMPTLY FOLLOWING ANY SUCH ACCELERATION), THE SECOND LIEN CREDITORS
SHALL HAVE THE OPTION TO PURCHASE ALL OF THE FIRST LIEN LOAN OBLIGATIONS OWING
TO