ANY ASSETS
SECURING THE OBLIGATIONS UNDER THE FIRST LIEN LOAN DOCUMENTS (OR ANY PORTION
THEREOF) FREE AND CLEAR OF LIENS OR OTHER CLAIMS UNDER SECTION 363 OF THE
BANKRUPTCY CODE OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE IF FIRST LIEN
CREDITORS HAVE CONSENTED TO SUCH SALE OR DISPOSITION OF SUCH ASSETS, EXCEPT THAT
THEY MAY ASSERT ANY SUCH OBJECTION THAT COULD BE ASSERTED BY AN UNSECURED
CREDITOR.
THE SECOND LIEN CREDITORS WAIVE ANY CLAIM THEY MAY NOW OR HEREAFTER
HAVE ARISING OUT OF THE FIRST LIEN CREDITORS' ELECTION IN ANY PROCEEDING
INSTITUTED UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF THE APPLICATION OF
SECTION 1111(B)(2) OF THE BANKRUPTCY CODE.
THE SECOND LIEN CREDITORS AGREE NOT
TO INITIATE OR PROSECUTE OR JOIN WITH ANY OTHER PERSON TO INITIATE OR PROSECUTE
ANY CLAIM, ACTION OR OTHER PROCEEDING (I) CHALLENGING THE ENFORCEABILITY OF THE
FIRST LIEN CREDITORS' CLAIM AS A FULLY SECURED CLAIM WITH RESPECT TO ALL OR PART
OF THE FIRST LIEN LOAN OBLIGATIONS, OR OPPOSING ANY ACTION BY THE FIRST LIEN
CREDITORS TO ENFORCE THEIR RIGHTS OR REMEDIES RELATING UNDER THE FIRST LIEN LOAN
DOCUMENTS, (II) CHALLENGING THE ENFORCEABILITY, VALIDITY, PRIORITY OR PERFECTED
STATUS OF ANY LIENS ON ASSETS SECURING THE FIRST LIEN LOAN OBLIGATIONS UNDER THE
FIRST LIEN LOAN DOCUMENTS, (III) ASSERTING ANY CLAIMS WHICH THE OBLIGORS MAY
HOLD WITH RESPECT TO THE FIRST LIEN CREDITORS, (IV) SEEKING TO LIFT THE
AUTOMATIC STAY TO THE EXTENT THAT SUCH ACTION IS OPPOSED BY THE FIRST LIEN
AGENT, OR (V) OPPOSING A MOTION BY THE FIRST LIEN AGENT TO LIFT THE AUTOMATIC
STAY.
7.4
INVALIDATED PAYMENTS.
SUBJECT TO SECTION 2(E), TO THE EXTENT THAT
THE FIRST LIEN CREDITORS RECEIVE PAYMENTS ON, OR PROCEEDS OF COLLATERAL FOR, THE
OBLIGATIONS UNDER THE FIRST LIEN LOAN DOCUMENTS WHICH ARE SUBSEQUENTLY
INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE AND/OR
REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY UNDER ANY
BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON LAW, OR EQUITABLE CAUSE, THEN TO
THE EXTENT OF SUCH PAYMENT OR PROCEEDS RECEIVED, SUCH OBLIGATIONS, OR PART
THEREOF, INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE IN FULL FORCE
AND EFFECT AS IF SUCH PAYMENTS OR PROCEEDS HAD NOT BEEN RECEIVED BY THE FIRST
LIEN CREDITORS.
7.5
PAYMENTS.
IN THE EVENT OF ANY INSOLVENCY PROCEEDING INVOLVING ONE
OR MORE OBLIGORS, SUBJECT TO THE SECOND LIEN CREDITORS' RIGHTS TO RECEIVE
POST-PETITION INTEREST AND ADEQUATE PROTECTION PAYMENTS (SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 7.2(C)), ALL PROCEEDS OF COLLATERAL SHALL BE
APPLIED TO THE FIRST LIEN LOAN OBLIGATIONS UNTIL ALL FIRST LIEN LOAN OBLIGATIONS
ARE PAID IN FULL BEFORE ANY
DISTRIBUTION, WHETHER IN CASH, SECURITIES OR OTHER PROPERTY, SHALL BE MADE TO
ONE OR MORE SECOND LIEN CREDITORS ON ACCOUNT OF ANY SECOND LIEN LOAN
OBLIGATIONS.
7.6
NOTICE OF CLAIMS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT (I) THE
CLAIMS AND INTERESTS OF THE FIRST LIEN CREDITORS UNDER THE FIRST LIEN LOAN
DOCUMENTS ARE SUBSTANTIALLY DIFFERENT FROM THE CLAIMS AND INTERESTS OF