LENDERS, (4) THE
INTERIM DIP ORDER AND/OR THE FINAL DIP ORDER SHALL CEASE TO CREATE A VALID AND
PERFECTED FIRST-PRIORITY (SUBJECT TO THE PRIORITIES OF OTHER LIENS AND THE
CARVE-OUT REFERENCED IN SECTION 2.23(A)) LIEN ON THE COLLATERAL OR OTHERWISE
CEASE TO BE VALID AND BINDING AND IN FULL FORCE AND EFFECT, (5) ANY OF THE LOAN
PARTIES SHALL FAIL TO COMPLY WITH ANY MATERIAL PROVISION (OR ANY PROVISION IN
SUCH A WAY AS IS MATERIALLY ADVERSE TO THE INTERESTS OF THE SECURED PARTIES) OF
THE INTERIM DIP ORDER AND/OR THE FINAL DIP ORDER (IN EACH CASE, AFTER GIVING
EFFECT TO ANY APPLICABLE GRACE PERIOD IN THE INTERIM DIP ORDER OR FINAL DIP
ORDER, AS APPLICABLE), (6) ANY LOAN PARTY SHALL SEEK ANY MODIFICATION OF THE
INTERIM DIP ORDER AND/OR THE FINAL DIP ORDER OR ASSERT IN ANY PLEADING FILED IN
ANY COURT THAT ANY MATERIAL PROVISION OF THE INTERIM DIP ORDER AND/OR THE FINAL
DIP ORDER IS NOT VALID AND BINDING FOR ANY REASON OR OTHERWISE MODIFYING THE
INTERIM DIP ORDER AND/OR THE FINAL DIP ORDER IN A MANNER MATERIALLY ADVERSE TO
THE SECURED PARTIES, (7) THE PERIOD PROVIDED BY SECTION 1121 OF THE BANKRUPTCY
CODE FOR THE LOAN PARTIES' EXCLUSIVE RIGHT TO FILE A PLAN SHALL EXPIRE OR
TERMINATE, OR THE LOAN PARTIES SHALL MOVE TO EXTEND SUCH PERIOD WITHOUT THE
CONSENT OF THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, OR (8) ANY LOAN
PARTY IS ENJOINED, RESTRAINED OR IN ANY WAY PREVENTED BY COURT ORDER FROM
CONTINUING OR CONDUCTING ALL OR ANY MATERIAL PART OF ITS BUSINESS OR AFFAIRS;
(IV)
EXCEPT AS PERMITTED BY THIS AGREEMENT, THE ORDERS OR AS
OTHERWISE AGREED TO BY THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, THE
LOAN PARTIES SHALL MAKE (OR SHALL HAVE MADE) ANY PREPETITION PAYMENT OTHER THAN
PREPETITION PAYMENTS AUTHORIZED BY THE BANKRUPTCY COURT IN ACCORDANCE WITH
ORDERS OF THE BANKRUPTCY COURT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT;
(V)
THE BANKRUPTCY COURT SHALL ENTER AN ORDER AVOIDING OR
REQUIRING DISGORGEMENT BY THE SECURED PARTIES OF ANY AMOUNTS RECEIVED IN RESPECT
OF THE OBLIGATIONS;
(VI)
THE BANKRUPTCY COURT SHALL ENTER AN ORDER OR ORDERS TO
SELL, TRANSFER, LEASE, EXCHANGE, ALIENATE OR OTHERWISE DISPOSE OF ANY ASSETS,
PROPERTIES OR EQUITY OF ANY LOAN PARTY PURSUANT TO SECTION 363 OF THE BANKRUPTCY
CODE WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT UNLESS SUCH ORDER OR ORDERS
CONTEMPLATE THE OCCURRENCE OF THE FACILITY TERMINATION DATE AND THE PAYMENT IN
FULL IN CASH OF THE PREPETITION PRIORITY PAYMENT OBLIGATIONS;
(VII)
ANY OF THE LOAN PARTIES SHALL TAKE ANY ACTION IN
SUPPORT OF ANY MATTER SET FORTH IN CLAUSES (I) THROUGH (VI) ABOVE OR ANY OTHER
PERSON SHALL DO SO AND SUCH APPLICATION IS NOT CONTESTED IN GOOD FAITH BY THE
LOAN PARTIES AND THE RELIEF REQUESTED IS GRANTED IN AN ORDER THAT IS NOT STAYED
PENDING APPEAL;
(VIII)
ANY LOAN PARTY SHALL FILE A MOTION, PLEADING OR
PROCEEDING WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL IMPAIRMENT
OF THE RIGHTS OR INTERESTS OF