SUCH INFORMATION UNDER APPLICABLE LAW AND, IN DOING
SO, WILL COMPLY WITH ALL OBLIGATIONS IMPOSED BY LAW OR CONTRACT IN RESPECT OF
THE DISCLOSURE OR USE OF SUCH INFORMATION.
ARTICLE VI
INSOLVENCY OR LIQUIDATION PROCEEDINGS
SECTION 6.01.
CASH COLLATERAL AND DIP FINANCING.
(A)
THIS AGREEMENT WILL
CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE COMMENCEMENT OF ANY
PROCEEDING UNDER THE BANKRUPTCY CODE OR ANY OTHER FEDERAL, STATE OR FOREIGN
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR LAW BY OR AGAINST SSCC OR ANY
OTHER GRANTOR.
(B)
IF SSCC OR ANY GRANTOR BECOMES SUBJECT TO A CASE UNDER THE BANKRUPTCY CODE
AND, AS DEBTOR(S)-IN-POSSESSION, MOVES FOR APPROVAL OF FINANCING
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(INCLUDING ON A PRIMING BASIS) ("DIP FINANCING") TO BE PROVIDED BY ONE OR MORE
LENDERS UNDER SECTION 364 OF THE BANKRUPTCY CODE OR THE USE OF CASH COLLATERAL
AS DEFINED IN SECTION 363 OF THE BANKRUPTCY CODE OR ANY SIMILAR BANKRUPTCY LAW,
EACH JUNIOR AGENT, ON BEHALF OF ITSELF AND ITS RELATED SECURED PARTIES, AGREES
THAT IT WILL RAISE NO OBJECTION OR OPPOSE OR CONTEST (OR JOIN WITH OR SUPPORT
ANY THIRD PARTY OPPOSING, OBJECTING OR CONTESTING) TO ANY SUCH FINANCING OR TO
THE LIENS ON THE PRIOR LIEN COLLATERAL SECURING THE SAME ("DIP FINANCING LIENS")
OR TO ANY USE OF CASH COLLATERAL CONSTITUTING PRIOR LIEN COLLATERAL AND WILL NOT
REQUEST ADEQUATE PROTECTION OR ANY OTHER RELIEF IN CONNECTION THEREWITH (EXCEPT,
AS EXPRESSLY AGREED BY THE CONTROLLING AGENT OR TO THE EXTENT PERMITTED BY
SECTION 6.03), UNLESS THE CONTROLLING AGENT OR CONTROLLING SECURED PARTIES THEN
OPPOSE OR OBJECT TO SUCH DIP FINANCING OR SUCH DIP FINANCING LIENS OR USE OF
SUCH CASH COLLATERAL (AND, TO THE EXTENT THAT SUCH DIP FINANCING LIENS ARE
SENIOR TO, OR RANK PARI PASSU WITH, PRIOR LIENS ON SUCH PRIOR COLLATERAL, EACH
JUNIOR AGENT WILL, FOR ITSELF AND ON BEHALF OF THE OTHER JUNIOR SECURED PARTIES,
SUBORDINATE THE JUNIOR LIENS ON SUCH COLLATERAL TO THE PRIOR LIENS AND THE DIP
FINANCING LIENS ON THE SAME BASIS AS THE JUNIOR LIENS ARE SUBORDINATED TO THE
PRIOR LIENS UNDER THIS AGREEMENT (AND ALL OBLIGATIONS RELATING THERETO)), SO
LONG AS, IN CONNECTION WITH THE GRANT OF ANY DIP FINANCING LIENS, THE JUNIOR
SECURED PARTIES RETAIN LIENS ON ALL THE PRIOR LIEN COLLATERAL WITH THE SAME
PRIORITY IN RELATION TO THE PRIOR LIENS AS EXISTED PRIOR TO THE COMMENCEMENT OF
THE CASE UNDER THE BANKRUPTCY CODE.
(C)
EACH JUNIOR AGENT, ON BEHALF OF ITSELF AND ITS RELATED SECURED PARTIES,
AGREES THAT IT WILL NOT OBJECT TO OR OPPOSE A SALE OR OTHER DISPOSITION OF ANY
PRIOR LIEN COLLATERAL (OR ANY PORTION THEREOF) UNDER SECTION 363 OF THE
BANKRUPTCY CODE OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE FREE AND CLEAR OF
ITS LIENS (SUBJECT TO ATTACHMENT OF PROCEEDS WITH RESPECT TO THE JUNIOR LIEN ON
SUCH PRIOR LIEN COLLATERAL IN FAVOR OF SUCH JUNIOR AGENT IN THE SAME ORDER AND
MANNER AS OTHERWISE SET FORTH HEREIN) OR OTHER CLAIMS UNDER SECTION 363 OF THE
BANKRUPTCY CODE IF THE CONTROLLING AGENT OR