Bankruptcy Financing. If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that:
(a) such Second Lien Secured Parties will raise no objection to, nor support any other Person objecting to, and will be deemed to have consented to, the use of any Collateral constituting cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law or any post-petition or post-filing financing, provided by any First Lien Secured Party (or provided by any other Person and consented to by First Lien Agent) under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law or pursuant to an order granted in any Insolvency or Liquidation Proceeding granting a priority debtor-in-possession or interim financing charge (a “DIP Financing”), will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in Section 7.4 below and, to the extent the Liens securing the First Lien Debt are subordinated to or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) the Liens granted to such Second Lien Secured Parties to such DIP Financing on the same terms as such Liens are subordinated to the Liens granted to First Lien Agent hereunder (and such subordination will not alter in any manner the terms of this Intercreditor Agreement), to any adequate protection provided to the First Lien Secured Parties and to any “carve out” agreed to by First Lien Agent; provided, that:
(i) First Lien Agent does not oppose or object to such use of cash collateral or DIP Financing,
(ii) the DIP Financing (to the extent provided by a First Lien Secured Party, provided that the restrictions set forth in Section 10.4 hereof shall not apply with respect to any such DIP Financing) is treated as First Lien Debt hereunder,
(iii) the Liens granted to the First Lien Secured Parties in connection with DIP Financing provided by a First Lien Secured Party are subject to this Intercreditor Agreement and considered to be Liens of First Lien Agent for purposes hereof,
(iv) Second Lien Agent retains a Lien on the Collateral (including proceeds thereof) with the same priority as existed prior to such Insolvency or Liquidation Proceeding (except to the exten...
Bankruptcy Financing. In the event of the commencement of a bankruptcy, insolvency or similar type of proceeding filed by or against the Operator (“Proceeding”), AR Lender shall have the non-exclusive option (in its sole and absolute discretion) to continue to provide financing (on terms acceptable to AR Lender) to the trustee, other fiduciary or to the Operator as a debtor-in-possession, if AR Lender deems such financing to be in its best interests. The subordination and lien priority provisions of this Agreement shall continue to apply to all AR Lender Priority Collateral arising upon the commencement and during the pendency of such Proceeding without regard as to whether a Cut-Off Time has occurred prior to the commencement of such Proceeding, so that AR Lender shall have a prior lien on all AR Lender Priority Collateral, created before and during such Proceeding (to the extent AR Lender provides such financing during the Proceeding or to the extent Operator is granted the right to use, sell, or otherwise dispose of cash collateral during any such Proceeding), to secure the AR Loans, whether advanced before or during such Proceeding.
Bankruptcy Financing. If Debtor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Senior Creditor desires to permit the use of cash collateral or to provide financing to Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Junior Creditor agrees as follows: (A) adequate notice to Junior Creditor shall have been provided for such financing or use of cash collateral if Junior Creditor receives notice two (2) Business Days prior to the entry of the order approving such financing or use of cash collateral and (B) no objection will be raised by Junior Creditor to any such use of cash collateral or financing. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given in the manner prescribed by Section 4(e) hereof to Junior Creditor Agreement.
Bankruptcy Financing. (a) If any Borrower or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval of financing to be provided in good faith by any Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lender under Section 363 of the U.S. Bankruptcy Code, the other Lenders agree that no objection will be raised by such Persons to any such financing on the grounds of a failure to provide "adequate protection" for the Liens of such Persons so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code (for example, if the Working Capital Lenders are the DIP Lender, such DIP Lender's Lien on the Guggenheim Priority Collateral shall not prime Guggenheim's Lien thereon without Guggenheim's consent), (iii) such Persons receive replacement Liens on post-petition assets to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement.
(b) Nothing contained herein shall be deemed to limit the rights of any Lender to object to post-petition financing or use of cash collateral on any grounds other than the failure to provide "adequate protection" for the Liens of such Lender.
(c) For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 4.7 hereof.
Bankruptcy Financing. If Borrower shall become subject to an --------------------- Insolvency Proceeding and if Revolving Loan Lender desires to permit the use of cash collateral or to provide financing to Borrower under either Section 363 or Section 364 of the U.S. Bankruptcy Code or other applicable statute, Noteholder Agent and Noteholders agree as follows:
(a) adequate notice to Noteholder Agent and Noteholders shall have been provided for such financing or use of cash collateral if Noteholder Agent receives notice two (2) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Noteholder Agent or any Noteholder to any such financing or use of cash collateral on the ground of a failure to provide "adequate protection" for the Liens of Noteholder Agent or as a result of any of the terms of such financing or use of cash collateral so long as (i) the interest rate, fees, advance rates and lending limits and other terms are commercially reasonable under the circumstances, (ii) to the extent of the secured claim of Noteholder Agent against Borrower, Noteholder Agent receives a replacement Lien on the same post-petition assets of Borrower as are subject to the Lien of Noteholder Agent, and with the same priority as existed with respect to such types of assets, prior to the commencement of the case under the U.S. Bankruptcy Code, and (iii) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 3.8 hereof, to Noteholder Agent or its counsel. Noteholder Agent further agrees that neither Noteholder nor the Noteholders will provide to Borrower as debtor-in-possession any financing under Section 364(d) of the U.S. Bankruptcy Code to the extent that Noteholder Agent or any Noteholder would, in connection with such financing, be granted a priming or pari passu Lien on the pre-petition Collateral of Borrower.
Bankruptcy Financing. If the Borrower shall become subject to a proceeding under the Bankruptcy Code and if the Agent desires to permit the use of cash collateral and/or to provide financing to such the Borrower under either Section 363 or Section 364 of the Bankruptcy Code, the Subordinated Creditor agrees as follows: (a) adequate notice to the Subordinated Creditor shall be deemed to have been given to Subordinated Creditor if the Subordinated Creditor receives notice three (3) business days prior to the entry of the order approving such financing, and (b) no objection will be raised by the Subordinated Creditor to any such financing on the ground of a failure to provide "adequate protection" for the Subordinated Creditor's junior lien on the Collateral or any other grounds, provided the Subordinated Creditor retains a lien on and security interest in the post-petition Collateral to the extent and with the same priority as existed prior to the commencement of the proceeding under the Bankruptcy Code. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by this Agreement, to the Subordinated Creditor or its counsel.
Bankruptcy Financing. If Hanover or any of its subsidiaries shall become subject to a proceeding under the U.S. Bankruptcy Code and if Senior Creditor desires to permit the use of cash collateral or to provide financing to Hanover or any of its subsidiaries under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Junior Creditor agrees as follows: (a) adequate notice to Junior Creditor (if required) shall have been provided for such financing or use of cash collateral if Junior Creditor receives notice two (2) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Junior Creditor to any such use of cash collateral or financing. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given in the manner prescribed by Section 4.5 hereof to Junior Creditor.
Bankruptcy Financing. If any Debtor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Senior Creditor Agent and Lenders desire to permit the use of cash collateral or to provide financing to such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Junior Creditor agrees as follows: (a) adequate notice to Junior Creditor shall have been provided for such financing or use of cash collateral if Junior Creditor receives notice three (3) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Junior Creditor to any such financing or use of cash collateral on the ground of a failure to provide “adequate protection” for Junior Creditor’s junior Liens on the Collateral or any other grounds, provided Junior Creditor retains a Lien on the post-petition Collateral with the same priority as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 5.5 hereof, to Junior Creditor.
Bankruptcy Financing. If any Debtor or Obligor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Agent desires to permit the use of cash collateral which consists of Revolving Loan Collateral or to provide financing to such Debtor or Obligor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Trustee agrees as follows: (a) adequate notice to Trustee and Noteholders shall have been provided for such financing or use of cash collateral if Trustee receives notice three (3) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Trustee to any such financing on the ground of a failure to provide “adequate protection” for the Liens of Trustee, provided, that, Trustee retains a Lien on the post-petition Collateral with the same priority relative to the Lien of Agent as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code. For purposes of this Section 3.5, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 3.7 hereof, to Trustee or its counsel.
Bankruptcy Financing. In the event of any financing of the Borrower by SVB or Creditor during any bankruptcy, arrangement, or reorganization of the Borrower, each Lender agrees that the other's "Secured Obligations" shall include without limitation all indebtedness, liabilities and obligations incurred by the Borrower in any such proceeding, and the other's "Collateral" shall include without limitation all Collateral arising during any such proceeding, and this Agreement shall continue to apply during any such proceeding.
