Finance Matters. Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which such First Lien Collateral Agent or any other creditor has a Lien, or to permit the Company or any other Grantor to obtain financing, whether from the First Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent agrees, subject to the DIP Conditions, on behalf of itself and each other Second Lien Claimholder, (a) will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Lien Collateral Agent), (b) will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing and (c) will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the First Lien Collateral Agent or to the extent permitted by Section 6.3). No Second Lien Claimholder may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing acceptable to the Company to the extent permitted under this Section 6.1 on or before the petition date, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens pari passu or senior in priority to the claims securing any First Lien Obligations, subject to consent of the First Lien Claimholders (which shall not be unreasonably withheld). Notwithstanding anything herein to the contrary, (i) one or more Second Lien Claimholders may propose, or support any other Person in proposing DIP Financing to the Company or any other Grantor secured by Liens junior in priority to the Liens securing any First Lien Obligations and (ii) the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Claimholders, solely in their capacity as unsecured creditors and not as secured creditors of any Grantor, may raise any objections to any use, sale, or lease of “Cash Collateral”, or DIP Financing that could be raised by any unsecured creditor of the Grantors.
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