STAY PURSUANT TO SECTION 362 OF
THE BANKRUPTCY CODE, IMMEDIATELY JUNIOR TO THE CLAIMS UNDER SECTION 364(C)(1) OF
THE BANKRUPTCY CODE HELD BY THE ADMINISTRATIVE AGENT AND THE LENDERS (WITHOUT
THE REQUIREMENT TO FILE ANY MOTION OR PLEADING OR TO MAKE ANY DEMAND) AND
SUBJECT TO THE PAYMENT OF THE CARVE-OUT, (C) A LIEN ON SUBSTANTIALLY ALL OF THE
ASSETS OF THE BORROWER AND THE GUARANTORS HAVING A PRIORITY IMMEDIATELY JUNIOR
TO THE LIENS GRANTED IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND (D) THE PAYMENT ON A CURRENT
BASIS OF THE REASONABLE FEES AND DISBURSEMENTS OF RESPECTIVE PROFESSIONALS
(INCLUDING, BUT NOT LIMITED TO, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
AND ADVISERS AS PERMITTED UNDER THE PRE-PETITION DOCUMENT) FOR THE PRE-PETITION
AGENT (INCLUDING THE PAYMENT ON THE EFFECTIVE DATE OR AS SOON THEREAFTER AS IS
PRACTICABLE OF ANY UNPAID PRE-PETITION FEES AND EXPENSES) AND THE CONTINUATION
OF THE PAYMENT TO THE PRE-PETITION AGENT ON A CURRENT BASIS OF THE FEES THAT ARE
PROVIDED FOR UNDER THE PRE-PETITION SECURITY AGREEMENT; (III) SHALL BE IN FULL
FORCE AND EFFECT; AND (IV) SHALL NOT HAVE BEEN STAYED, REVERSED, MODIFIED OR
AMENDED IN ANY RESPECT.
(C)
FIRST DAY ORDERS.
ALL OF THE FIRST DAY
ORDERS ENTERED BY THE BANKRUPTCY COURT AT THE TIME OF COMMENCEMENT OF THE CASES
SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE INITIAL LENDERS.
(D)
PAYMENT OF FEES.
THE BORROWER SHALL HAVE
PAID ALL ACCRUED FEES AND EXPENSES THEN DUE AND PAYABLE OF THE LEAD ARRANGER,
THE ADMINISTRATIVE AGENT AND THE INITIAL LENDERS.
(E)
OTHERS.
(I)
THE INITIAL LENDERS SHALL BE SATISFIED
IN THEIR REASONABLE JUDGMENT THAT, EXCEPT AS AUTHORIZED BY THE INTERIM ORDER
(AND WITHOUT CONSIDERING THE EXISTING
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RECEIVABLES FACILITY FOR PURPOSES OF THIS CLAUSE (I)), THERE SHALL NOT OCCUR AS
A RESULT OF, AND AFTER GIVING EFFECT TO, THE INITIAL EXTENSION OF CREDIT UNDER
THE DIP FACILITY, A DEFAULT (OR ANY EVENT WHICH WITH THE GIVING OF NOTICE OR
LAPSE OF TIME OR BOTH WOULD BE A DEFAULT) UNDER ANY OF THE BORROWER'S, THE
GUARANTORS' OR THEIR RESPECTIVE SUBSIDIARIES' DEBT INSTRUMENTS AND OTHER
MATERIAL CONTRACTS WHICH, IN THE CASE OF THE BORROWER'S OR ANY GUARANTOR'S DEBT
INSTRUMENTS AND OTHER MATERIAL CONTRACTS, WOULD PERMIT THE COUNTERPARTY THERETO
TO EXERCISE REMEDIES THEREUNDER AFTER THE PETITION DATE.
(II)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH FIELD AUDITS, ASSET APPRAISALS AND SUCH OTHER REPORTS AS MAY
REASONABLY BE REQUESTED BY THE ADMINISTRATIVE AGENT, TO THE EXTENT THE SAME CAN
BE DELIVERED PRIOR TO THE INITIAL EXTENSION OF CREDIT AFTER THE EXERCISE BY THE
LOAN PARTIES OF COMMERCIALLY REASONABLE EFFORTS, IN EACH CASE, IN FORM, SCOPE
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE
INITIAL LENDERS.
(III)
THERE SHALL EXIST NO ACTION, SUIT,
INVESTIGATION, LITIGATION OR PROCEEDING PENDING OR THREATENED IN ANY COURT OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL INSTRUMENTALITY (OTHER THAN THE CASES)
THAT WOULD NOT BE STAYED AND (I) COULD REASONABLY BE EXPECTED TO RESULT