LIENS AND SECURITY INTERESTS GRANTED TO
THE AGENT FOR THE BENEFIT OF THE LENDERS AND THE REQUIRED PRIORITIES OF SUCH
LIENS UNTIL THE OBLIGATIONS HAVE BEEN PAID IN FULL IN CASH;
(J)
AN ORDER WITH RESPECT TO THE CASE SHALL BE ENTERED APPOINTING, OR ANY
OBLIGOR SHALL FILE AN APPLICATION FOR AN ORDER WITH RESPECT TO THE CASE SEEKING
THE APPOINTMENT OF, IN EITHER CASE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
MAJORITY LENDERS (I) A TRUSTEE UNDER SECTION 1104 OF THE BANKRUPTCY CODE, OR
(II) AN EXAMINER OR ANY OTHER PERSON WITH ENLARGED POWERS RELATING TO THE
OPERATION OF THE BUSINESS (I.E., POWERS BEYOND THOSE SET FORTH IN
SECTIONS 1104(D) AND 1106(A)(3) AND (4) OF THE BANKRUPTCY CODE) UNDER
SECTION 1106(B) OF THE BANKRUPTCY CODE;
(K)
AN ORDER SHALL BE ENTERED DISMISSING THE CASE OR CONVERTING THE CASE
TO A CASE UNDER CHAPTER 7 OF THE BANKRUPTCY CODE, IN EACH CASE IN RESPECT OF A
MAJOR ENTITY, UNLESS THE APPLICABLE DEBTOR WOULD CEASE TO BE A MAJOR ENTITY UPON
GIVING EFFECT TO A TRANSACTION PERMITTED UNDER SECTION 9.8 AND ANY MANDATORY
PREPAYMENTS REQUIRED UNDER SECTION 3.3 OCCURRING SUBSTANTIALLY CONTEMPORANEOUSLY
WITH OR PRIOR TO SUCH DISMISSAL OR CONVERSION;
(L)
ANY DEBTOR OR ANY PERSON WITH THE SUPPORT OF ANY DEBTOR SHALL FILE
ANY PLEADING, OR ANY ORDER IS ENTERED WITH RESPECT TO THE CASE, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS (I) TO REVOKE, REVERSE, STAY,
MODIFY, SUPPLEMENT, OR AMEND THE FINANCING ORDER, (II) TO PERMIT ANY
ADMINISTRATIVE EXPENSE OR ANY CLAIM (NOW EXISTING OR HEREAFTER ARISING, OF ANY
KIND OR NATURE WHATSOEVER) TO HAVE ADMINISTRATIVE PRIORITY EQUAL OR SUPERIOR TO
THE PRIORITY OF THE AGENT AND THE LENDERS IN RESPECT OF THE OBLIGATIONS OTHER
THAN THE CARVE-OUT, (III) TO GRANT OR PERMIT THE GRANT OF A LIEN ON ANY OF THE
COLLATERAL OTHER THAN PERMITTED LIENS (OTHER THAN WITH RESPECT TO ANY PLEADING
THAT (A) HAS BEEN FILED INADVERTENTLY, (B) HAS NOT RESULTED IN THE GRANTING OF
OR PERMISSION TO GRANT SUCH LIEN AND (C) HAS BEEN WITHDRAWN AS SOON AS
PRACTICABLE BUT IN NO EVENT LATER THAN THE EARLIER TO OCCUR OF (1) 15 DAYS FROM
THE FILING OF SUCH PLEADING OR (2) 3 DAYS PRIOR TO THE HEARING ON THE MOTION),
(IV) TO PERMIT ANY DEBTOR TO USE PROCEEDS OF COLLATERAL OTHER THAN IN ACCORDANCE
WITH THE TERMS OF THE LOAN DOCUMENTS, (V) TO INVALIDATE OR OTHERWISE CHALLENGE
ANY OF THE AGENT'S LIENS, OR OTHERWISE OBJECT TO, OR RAISE DEFENSES TO, THE
EXTENT, AMOUNT (OTHER THAN BONA FIDE DISPUTES AS TO THE AMOUNT OF OBLIGATIONS
OWED), VALIDITY, PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY OF THE
OBLIGATIONS OR THE AGENT'S LIENS, (VI) TO SURCHARGE UNDER SECTION 506(C) OR 552
OF THE BANKRUPTCY CODE ANY COLLATERAL, OR (VII) PERMIT THE USE OF CASH
COLLATERAL EXCEPT AS PERMITTED BY THIS AGREEMENT AND THE FINANCING ORDER;
(M)
AN ORDER SHALL BE ENTERED THAT IS NOT STAYED PENDING APPEAL GRANTING
RELIEF FROM THE AUTOMATIC STAY TO ANY CREDITOR OF A