OF THE BANKRUPTCY CODE; OR (II) TO OBTAIN FINANCING
FOR SUCH LOAN PARTY FROM ANY PERSON OTHER THAN THE LENDERS UNDER SECTION
364(C) OF THE BANKRUPTCY CODE (OTHER THAN WITH RESPECT TO A FINANCING USED, IN
WHOLE OR PART, TO REPAY IN FULL THE OBLIGATIONS); OR (III) TO GRANT ANY LIEN
OTHER THAN THOSE PERMITTED UNDER SECTION 5.02(A) UPON OR AFFECTING ANY
COLLATERAL; OR (IV) TO USE CASH COLLATERAL OF THE ADMINISTRATIVE AGENT OR
LENDERS UNDER SECTION 363(C) OF THE BANKRUPTCY CODE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE REQUIRED LENDERS (AS PROVIDED IN SECTION 10.01), EXCEPT TO PAY
THE CARVE-OUT; OR
(R)
THE ENTRY OF THE FINAL ORDER SHALL NOT
HAVE OCCURRED WITHIN 40 DAYS OF THE ENTRY OF THE INTERIM ORDER; OR
92
(S)
THE FILING OF A REORGANIZATION PLAN IN ANY
OF THE CASES THAT DOES NOT PROVIDE FOR THE INDEFEASIBLE PAYMENT IN FULL UPON
SUBSTANTIAL CONSUMMATION OF THE REORGANIZATION PLAN IN CASH OF ALL OBLIGATIONS
OWED UNDER THE LOAN DOCUMENTS TO THE LENDER PARTIES UNLESS OTHERWISE AGREED TO
BY THE LENDER PARTIES;
(T)
ANY PERSON SHALL CHALLENGE THE VALIDITY
OF ANY LOAN DOCUMENT OR THE APPLICABILITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT
OR SHALL SEEK TO VOID, AVOID, LIMIT, OR OTHERWISE ADVERSELY AFFECT THE SECURITY
INTEREST CREATED BY OR IN ANY LOAN DOCUMENT OR ANY PAYMENT MADE PURSUANT
THERETO; PROVIDED THAT IN THE CASE THAT SUCH CHALLENGE RELATES TO THE VALIDITY,
APPLICABILITY OR ENFORCEABILITY OF EITHER OF THE DIP FINANCING ORDERS OR
SECURITY INTERESTS CREATED BY OR IN EITHER OF THE DIP FINANCING ORDERS OR ANY
PAYMENT MADE PURSUANT THERETO, SUCH EVENT SHALL NOT CONSTITUTE AN EVENT OF
DEFAULT IF SUCH CHALLENGE SHALL BE DISMISSED OR WITHDRAWN WITHIN 5 BUSINESS DAYS
AND NONE OF SUCH VALIDITY, APPLICABILITY OR ENFORCEABILITY SHALL BE AFFECTED AND
NO SUCH SECURITY INTEREST OR PAYMENT SHALL BE ADVERSELY AFFECTED BY SUCH
CHALLENGE; OR
(U)
A CHANGE OF CONTROL SHALL OCCUR; OR
(V)
ANY NON-LOAN PARTY THAT IS A MATERIAL
SUBSIDIARY SHALL GENERALLY NOT PAY ITS DEBTS AS SUCH DEBTS BECOME DUE, OR SHALL
ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY, OR SHALL MAKE A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR ANY PROCEEDING SHALL BE
INSTITUTED BY OR AGAINST ANY NON-LOAN PARTY THAT IS A MATERIAL SUBSIDIARY
SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING LIQUIDATION,
WINDING UP, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, PROTECTION, RELIEF, OR
COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY
OR REORGANIZATION OR RELIEF OF DEBTORS, OR SEEKING THE ENTRY OF AN ORDER FOR
RELIEF OR THE APPOINTMENT OF A RECEIVER, TRUSTEE OR OTHER SIMILAR OFFICIAL FOR
IT OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTY AND, IN THE CASE OF ANY SUCH
PROCEEDING INSTITUTED AGAINST IT (BUT NOT INSTITUTED BY IT) THAT IS BEING
DILIGENTLY CONTESTED BY IT IN GOOD FAITH, EITHER SUCH PROCEEDING SHALL REMAIN
UNDISMISSED OR UNSTAYED FOR A PERIOD OF 30 DAYS OR ANY OF THE ACTIONS SOUGHT IN
SUCH PROCEEDING (INCLUDING, WITHOUT LIMITATION,