THE BANKRUPTCY CODE) UNDER SECTION 1106(B) OF THE
BANKRUPTCY CODE SHALL BE APPOINTED IN ANY OF THE CASES; OR AN APPLICATION SHALL
BE FILED BY ANY BORROWER FOR THE APPROVAL OF, OR THE COURT SHALL ENTER AN ORDER
GRANTING, (I) OTHER THAN THE FIRST DATA CLAIM, ANY CLAIM HAVING PRIORITY SENIOR
TO OR PARI PASSU WITH THE CLAIMS OF THE ADMINISTRATIVE AGENT AND THE LENDERS
UNDER THE LOAN DOCUMENTS OR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, ANY OTHER CLAIM HAVING PRIORITY OVER ANY OR ALL
ADMINISTRATIVE EXPENSES OF THE KIND SPECIFIED IN SECTIONS 503(B) OR 507(B) OF
THE BANKRUPTCY CODE (OTHER THAN THE CARVE-OUT) OR (II) ANY LIEN ON THE
COLLATERAL HAVING A PRIORITY SENIOR TO OR PARI PASSU WITH THE LIENS AND SECURITY
INTERESTS GRANTED HEREIN, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN
(INCLUDING FOR THE AVOIDANCE OF DOUBT THE LIENS SECURING THE OBLIGATIONS OWED TO
FIRST DATA AS DESCRIBED IN THE FIRST DATA ORDER (WHICH LIENS SHALL BE PARI PASSU
TO LIENS IN FAVOR OF ADMINISTRATIVE AGENT).
(M)
(A) ANY BORROWER SHALL FILE A MOTION SEEKING, OR THE BANKRUPTCY
COURT SHALL ENTER, AN ORDER (I) APPROVING ANY PAYMENT (AS ADEQUATE PROTECTION OR
OTHERWISE) ON ACCOUNT OF ANY CLAIM AGAINST ANY BORROWER ARISING OR DEEMED TO
HAVE ARISEN PRIOR TO THE PETITION DATE, OTHER THAN A PERMITTED PREPETITION
PAYMENT, (II) GRANTING RELIEF FROM THE AUTOMATIC STAY APPLICABLE UNDER SECTION
362 OF THE BANKRUPTCY CODE TO ANY HOLDER OF ANY SECURITY INTEREST TO PERMIT
FORECLOSURE OR OBTAIN LIENS ON ANY ASSETS THAT HAVE A VALUE IN EXCESS OF
$2,500,000 (IT BEING UNDERSTOOD THAT NEITHER THE RELINQUISHMENT BY THE BORROWERS
OF SECTION 1110 ASSETS, NOR THE FORECLOSURE OF SECURITY INTERESTS IN
SECTION 1110 ASSETS (OR IN PROPERTY IN THE POSSESSION OF THE APPLICABLE SECURED
PARTY) AS TO WHICH DEFAULTS HAVE NOT BEEN CURED PURSUANT TO SECTION 1110 OF THE
BANKRUPTCY CODE, SHALL BE CONSIDERED TO BE INCLUDED IN THIS PARAGRAPH) PROVIDED
THAT, IF ANY BORROWER WOULD OTHERWISE BE PERMITTED UNDER THIS AGREEMENT TO MAKE
A PAYMENT TO THE HOLDER OF A SECURITY INTEREST IN CASH OR CASH EQUIVALENTS
("CASH COLLATERAL"), AND THE OBLIGATION TO MAKE SUCH PAYMENT IS SECURED BY SUCH
CASH COLLATERAL, THEN IN LIEU OF MAKING SUCH PAYMENT, SUCH BORROWER MAY DIRECT
OR AUTHORIZE SUCH SECURED PARTY TO, AND SUCH SECURED PARTY MAY, APPLY SUCH CASH
COLLATERAL TO SATISFY SUCH PAYMENT OBLIGATION (INCLUDING BY WAY OF SETOFF
AGAINST OR FORECLOSURE ON SUCH CASH COLLATERAL), (III) EXCEPT TO THE EXTENT
CONSISTENT IN ALL MATERIAL RESPECTS WITH THE PROJECTIONS, AUTHORIZING THE SALE
39
OF ALL OR A MATERIAL PORTION OF SUCH BORROWER'S ASSETS (EXCEPT AS SPECIFICALLY
PROVIDED IN SECTION 6.8(M)) OR (IV) EXCEPT TO THE EXTENT THE DISPOSITION OF
ASSETS UPON SUCH LIQUIDATION WOULD BE PERMITTED UNDER SECTION 6.8, APPROVING THE
IMPLEMENTATION OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE IN ANY
CASE OR (B) AN ORDER CONFIRMING A PLAN OF REORGANIZATION SHALL BE ENTERED THAT
DOES NOT PROVIDE FOR PAYMENT IN FULL OF ALL MONETARY OBLIGATIONS