REORGANIZATION (OF ANY GRANTOR) UNLESS (I) SUCH PLAN PROVIDES FOR
PAYMENT IN FULL OF THE FIRST-LIEN INDEBTEDNESS, (II) SUCH PLAN PROVIDES FOR THE
TREATMENT OF THE SENIOR LENDER CLAIMS IN A MANNER THAT PRESERVES THE RELATIVE
LIEN PRIORITY OF THE SENIOR LENDER CLAIMS OVER THE NOTEHOLDER CLAIMS TO AT LEAST
THE SAME EXTENT AS SET FORTH IN THIS AGREEMENT OR (III) SUCH PLAN IS APPROVED BY
THE SENIOR LENDERS.
6.5
PREFERENCE ISSUES; RECOVERY.
IF ANY SENIOR LENDER IS REQUIRED IN
ANY INSOLVENCY OR LIQUIDATION PROCEEDING OR OTHERWISE TO TURN OVER OR OTHERWISE
PAY TO THE ESTATE OF THE COMPANY OR ANY OTHER GRANTOR (OR ANY TRUSTEE, RECEIVER
OR SIMILAR PERSON THEREFOR), BECAUSE THE PAYMENT OF SUCH AMOUNT WAS DECLARED TO
BE FRAUDULENT OR PREFERENTIAL IN ANY RESPECT OR FOR ANY OTHER REASON, ANY
AMOUNT, WHETHER RECEIVED AS PROCEEDS OF SECURITY, ENFORCEMENT OF ANY RIGHT OF
SET-OFF OR OTHERWISE (A "RECOVERY"), THEN THE SENIOR LENDER CLAIMS SHALL BE
REINSTATED TO THE EXTENT OF SUCH RECOVERY AND DEEMED TO BE OUTSTANDING AS IF
SUCH PAYMENT HAD NOT OCCURRED AND THE SENIOR LENDERS SHALL BE ENTITLED TO A
DISCHARGE OF SENIOR LENDER CLAIMS WITH RESPECT TO ALL SUCH RECOVERED AMOUNTS.
IF THIS AGREEMENT SHALL HAVE BEEN TERMINATED PRIOR TO SUCH RECOVERY, THIS
AGREEMENT SHALL BE REINSTATED IN FULL FORCE AND EFFECT, AND SUCH PRIOR
TERMINATION SHALL NOT DIMINISH, RELEASE, DISCHARGE, IMPAIR OR OTHERWISE AFFECT
THE OBLIGATIONS OF THE PARTIES HERETO.
6.6
REORGANIZATION SECURITIES.
IF, IN ANY INSOLVENCY OR LIQUIDATION
PROCEEDING, DEBT OBLIGATIONS OF THE REORGANIZED DEBTOR SECURED BY LIENS UPON ANY
PROPERTY OF THE REORGANIZED DEBTOR ARE DISTRIBUTED, PURSUANT TO A PLAN OF
REORGANIZATION OR SIMILAR DISPOSITIVE RESTRUCTURING PLAN, BOTH ON ACCOUNT OF
SENIOR LENDER CLAIMS AND ON ACCOUNT OF NOTEHOLDER CLAIMS, THEN, TO THE EXTENT
THE DEBT OBLIGATIONS DISTRIBUTED ON ACCOUNT OF THE SENIOR LENDER CLAIMS AND ON
ACCOUNT OF THE NOTEHOLDER CLAIMS ARE SECURED BY LIENS UPON THE SAME PROPERTY,
THE PROVISIONS OF THIS AGREEMENT WILL SURVIVE THE DISTRIBUTION OF SUCH DEBT
OBLIGATIONS PURSUANT TO SUCH PLAN AND WILL APPLY WITH LIKE EFFECT TO THE LIENS
SECURING SUCH DEBT OBLIGATIONS.
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6.7
APPLICATION.
THIS AGREEMENT SHALL BE APPLICABLE AND THE TERMS
HEREOF SHALL SURVIVE AND SHALL CONTINUE IN FULL FORCE AND EFFECT PRIOR TO OR
AFTER THE COMMENCEMENT OF ANY INSOLVENCY OR LIQUIDATION PROCEEDING.
ALL
REFERENCES HEREIN TO ANY GRANTOR SHALL APPLY TO ANY TRUSTEE FOR SUCH PERSON AND
SUCH PERSON AS DEBTOR IN POSSESSION.
THE RELATIVE RIGHTS AS TO THE COLLATERAL
AND PROCEEDS THEREOF SHALL CONTINUE AFTER THE FILING THEREOF ON THE SAME BASIS
AS PRIOR TO THE DATE OF THE PETITION, SUBJECT TO ANY COURT ORDER APPROVING THE
FINANCING OF, OR USE OF CASH COLLATERAL BY, ANY GRANTOR.
6.8
EXPENSE CLAIMS.
NONE OF THE NOTEHOLDER COLLATERAL AGENT, THE
TRUSTEE OR ANY NOTEHOLDER WILL ASSERT OR ENFORCE, AT ANY TIME PRIOR TO THE
DISCHARGE OF SENIOR LENDER CLAIMS, ANY CLAIM UNDER §506(C) OF THE BANKRUPTCY LAW
SENIOR TO OR ON A PARITY WITH THE LIENS IN FAVOR OF THE