Common use of Bankruptcy Financing Issues Clause in Contracts

Bankruptcy Financing Issues. This Agreement shall continue in full force and effect after the filing of any petition for relief by or against Borrower under the United States Bankruptcy Code (the “Code”) and all converted or succeeding cases in respect thereof (all references herein to Borrower being deemed to apply to Borrower as debtor-in-possession and to a trustee for Borrower), and shall apply with full force and effect with respect to all Collateral acquired by Borrower, and to all Senior Debt and Subordinated Debt incurred by Borrower, subsequent to such filing. If Borrower shall become subject to a proceeding under the Code, and if the Senior Lender shall desire to permit the use of cash collateral by Borrower or to provide post-petition financing from the Senior Lender to Borrower, each Subordinated Lender agrees as follows: (a) no notice need be provided to any respective Subordinated Lender for such use of cash collateral or such post-petition financing; and (b) no objection will be raised by the Subordinated Lenders to any such use of cash collateral or such post-petition financing from the Senior Lender. No objection will be raised by the Subordinated Lenders to the Senior Lender’s motion for relief from automatic stay in any such proceeding to foreclose on, sell or otherwise realize upon the Collateral. In case of any assignment by Borrower for the benefit of creditors, and in case of the appointment of any receiver for Borrower or Borrower’s business or assets, and in case of any dissolution or other winding up of the affairs of Borrower, or of Borrower’s business, and in all such cases respectively, the officer of Borrower and any assignee, trustee in bankruptcy, receiver, and other person or persons in charge, are hereby directed to pay to Senior Lender the full amount of Senior Lender’s claims against Borrower before making any payment to any Subordinated Lender, and so far as may be necessary for that purpose, the Subordinated Lenders hereby transfer and assign to Senior Lender all their rights to any payment or distribution which might otherwise be coming to it. Senior Lender is hereby irrevocably constituted and appointed the attorney-in-fact of the Subordinated Lenders to file any and all proofs of claim and any other documents and to take all other action, either in the name of Senior Lender or any Subordinated Lender, which in the opinion of Senior Lender is necessary or desirable to enable Senior Lender to obtain all such payments.

Bankruptcy Financing Issues. (a) This Agreement shall continue in full force and effect after the filing of any petition for relief (“Petition”) by or against Borrower any Loan Party under the United States Bankruptcy Code (the “Code”) and all converted or succeeding cases in respect thereof (all thereof. All references herein to Borrower being any Loan Party shall be deemed to apply to Borrower such Loan Party as debtor-in-possession and to a trustee for Borrower), and shall apply with full force and effect with respect to all Collateral acquired by Borrower, and to all Senior Debt and Subordinated Debt incurred by Borrower, subsequent to such filingLoan Party. If Borrower any Loan Party shall become subject to a proceeding under the Code, and if the Senior Agent or any Lender shall desire to permit the use of cash collateral by Borrower or to provide post-petition Petition financing from the Senior Agent or any Lender to Borrowerany Loan Party under the Code, each Subordinated Lender agrees agree as follows: (1) adequate notice to Subordinated Lender shall be deemed to have been provided for such consent or post-Petition financing if Subordinated Lender receives notice thereof three (3) Business Days (or such shorter notice as is given to Agent and/or Lenders) prior to the earlier of (a) no notice need be provided any hearing on a request to any respective Subordinated Lender for such use of cash collateral or approve such post-petition financing; Petition financing or (b) the date of entry of an order approving same and (b2) no objection will be raised by the Subordinated Lenders Lender to any such use of cash collateral or such post-petition Petition financing from Agent or any Lender. (b) Subordinated Lender shall not offer, or enter into, any post-Petition financing which includes a proposal, or any provision, for (x) any lien granted in connection with such use of cash collateral or such post-Petition financing or (y) any post-Petition financing that shall benefit from any other priority over the Senior Indebtedness or post-Petition financing to be provided by Agent or any Lender. No , whether pursuant to Section 364(d) of the Code or otherwise. (c) Subordinated Lender agrees that it will not contest (or support any other Person contesting) any request by Agent or any Lender for adequate protection (whether in the form of payments, liens, a priority administrative expense claim, or otherwise) or any objection by Agent or any Lender to any motion, relief action, or proceeding based on Agent or any Revolving Lender claiming a lack of adequate protection (whether in the form of payments, liens, a priority administrative expense claim, or otherwise); provided that if any such adequate protection takes the form of liens on additional assets, Senior Lender will not contest (or support any other Person contesting) any request by Subordinated Lender for a junior lien on such assets, which, if granted, shall be raised by the Subordinated Lenders subject to the Senior Lender’s motion for relief from automatic stay in terms of this Agreement. (d) Subordinated Lender shall not propose or support any such proceeding plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement. (e) Subordinated Lender shall not join in, solicit any other person to, or act to foreclose oncause the commencement of, sell any case involving any Loan Party under any state or otherwise realize upon the Collateral. In case of any assignment by Borrower for the benefit of creditors, and in case of federal bankruptcy or insolvency laws or seek the appointment of any a receiver for Borrower the affairs or Borrower’s business or assets, and in case property of any dissolution or Loan Party until such time as the Senior Indebtedness (other winding up than contingent reimbursement and indemnification obligations in respect of which no claim for payment has been asserted) shall have been paid in full in cash and the affairs of Borrower, or of Borrower’s business, and in all such cases respectively, commitments to advance funds under the officer of Borrower and any assignee, trustee in bankruptcy, receiver, and other person or persons in charge, are hereby directed to pay to Senior Lender the full amount of Senior Lender’s claims against Borrower before making any payment to any Subordinated Lender, and so far as may be necessary for that purpose, the Subordinated Lenders hereby transfer and assign to Senior Lender all their rights to any payment or distribution which might otherwise be coming to it. Senior Lender is hereby irrevocably constituted and appointed the attorney-in-fact of the Subordinated Lenders to file any and all proofs of claim and any other documents and to take all other action, either in the name of Senior Lender or any Subordinated Lender, which in the opinion of Senior Lender is necessary or desirable to enable Senior Lender to obtain all such paymentsLoan Agreement shall have been terminated.

Bankruptcy Financing Issues. (i) (i) This Agreement shall continue in full force and effect after the filing of any petition for relief ("Petition") by or against Borrower Company under the United States Bankruptcy Code (the “"Code”") and all converted or succeeding cases in respect thereof (all thereof. All references herein to Borrower being Company shall be deemed to apply to Borrower Company as debtor-in-possession and to a trustee for Borrower), and shall apply with full force and effect with respect to all Collateral acquired by Borrower, and to all Senior Debt and Subordinated Debt incurred by Borrower, subsequent to such filingCompany. If Borrower Company shall become subject to a proceeding under the Code, and if the Senior Lender shall desire to permit the use of cash collateral by Borrower or to provide post-petition Petition financing from the Senior Lender to BorrowerCompany under the Code, each Subordinated Lender agrees as follows: (1) adequate notice to Subordinated Lender shall be deemed to have been provided for such consent or post-Petition financing if Subordinated Lender receives notice thereof three (3) Business Days (or such shorter notice as is given to Senior Lender) prior to the earlier of (a) no notice need be provided any hearing on a request to any respective Subordinated Lender for such use of cash collateral or approve such post-petition financing; financing or (b) the date of entry of an order approving same and (b2) no objection will be raised by the Subordinated Lenders Lender to (a) any such use of cash collateral or such post-petition Petition financing from the Senior Lender and (b) Senior Lender declaring a default and/or exercising all of its rights and remedies in accordance with any agreement evidencing such post-Petition financing from Senior Lender. No objection will be raised by . (ii) Subordinated Lender shall not join in, solicit any other person to, or act to cause the Subordinated Lenders to the Senior Lender’s motion for relief from automatic stay in commencement of, any such proceeding to foreclose on, sell case involving Company under any state or otherwise realize upon the Collateral. In case of any assignment by Borrower for the benefit of creditors, and in case of federal bankruptcy or insolvency laws or seek the appointment of any a receiver for Borrower or Borrower’s business or assets, and in case of any dissolution or other winding up of the affairs or property of Borrower, or of Borrower’s business, Company until such time as the Senior Indebtedness shall have been paid in full in cash and in all such cases respectively, the officer of Borrower and any assignee, trustee in bankruptcy, receiver, and other person or persons in charge, are hereby directed to pay to Senior Lender the full amount of Senior Lender’s claims against Borrower before making any payment to any Subordinated Lender, and so far as may be necessary for that purpose, the Subordinated Lenders hereby transfer and assign to Senior Lender all their rights to any payment or distribution which might otherwise be coming to it. Senior Lender is hereby Lending Agreements shall have been irrevocably constituted and appointed the attorney-in-fact of the Subordinated Lenders to file any and all proofs of claim and any other documents and to take all other action, either in the name of Senior Lender or any Subordinated Lender, which in the opinion of Senior Lender is necessary or desirable to enable Senior Lender to obtain all such paymentsterminated.

Bankruptcy Financing Issues. (a) This Agreement shall continue in full force and effect after the filing of any petition for relief (each, a “Petition”) by or against Borrower any Credit Party under the United States Bankruptcy Code (the “Code”) and all converted or succeeding cases in respect thereof (all or any other insolvency or reorganization proceeding. All references herein to Borrower being any Credit Party shall be deemed to apply to Borrower such Credit Party as debtor-in-possession and to a trustee for Borrower), and shall apply with full force and effect with respect to all Collateral acquired by Borrower, and to all Senior Debt and Subordinated Debt incurred by Borrower, subsequent to such filingCredit Party. If Borrower any Credit Party shall become subject to a proceeding under the CodeCode or any other insolvency or reorganization proceeding (each, an “Insolvency Proceeding”), and if the Senior Lender Agent and/or Lenders shall desire to permit the use of cash collateral by Borrower or to provide post-petition financing from Agent and/or Lenders to such Credit Party under the Senior Lender to BorrowerCode, each Subordinated Lender Lienholder agrees as follows: (a1) no adequate notice need to Subordinated Lienholder shall be deemed to have been provided to any respective Subordinated Lender for such use of cash collateral or such post-petition financingfinancing if Subordinated Lienholder receives notice thereof at least three (3) Business Days (or such shorter notice as is given to Agent) prior to the earlier of any hearing on a request to approve such post-petition financing or the date of entry of an order approving the same; and (b2) no objection will be raised by the Subordinated Lenders to Lienholder to, and it will not contest (or support any Person in contesting) any such use of cash collateral or such post-petition financing from Agent and/or Lenders. (b) Subject to Section 5.3(a), Subordinated Lienholder shall not contest (or support any Person contesting) (i) any request by Agent and/or Lenders for adequate protection or (ii) any objection by Agent and/or Lenders to any motion, relief, action or proceeding based upon Agent and/or Lenders claiming a lack of adequate protection. Notwithstanding the foregoing provisions in this Section 5.3(b), in any Insolvency Proceeding (i) if Agent and/or Lenders are granted adequate protection in the form of additional collateral in connection with any use of cash collateral or post-petition financing, then Subordinated Lienholder shall receive adequate protection in the form of a Lien on such additional collateral, which Lien shall be subordinated to the Liens securing the Senior Lender. No objection will be raised Indebtedness and such post-petition financing on the same basis as the other Liens securing the obligations secured by the Subordinated Lenders to the Senior Lender’s motion for relief from automatic stay in any such proceeding to foreclose on, sell or otherwise realize upon the Collateral. In case of any assignment by Borrower for the benefit of creditors, and in case of the appointment of any receiver for Borrower or Borrower’s business or assets, and in case of any dissolution or other winding up of the affairs of Borrower, or of Borrower’s business, and in all such cases respectively, the officer of Borrower and any assignee, trustee in bankruptcy, receiver, and other person or persons in charge, are hereby directed to pay to Senior Lender the full amount of Senior Lender’s claims against Borrower before making any payment to any Subordinated Lender, and so far as may be necessary for that purpose, the Subordinated Lenders hereby transfer and assign to Senior Lender all their rights to any payment or distribution which might otherwise be coming to it. Senior Lender is hereby irrevocably constituted and appointed the attorney-in-fact Liens of the Subordinated Lienholder are so subordinated to the Liens securing the Senior Indebtedness under this Agreement, and (ii) prior to the Discharge of Senior Indebtedness, in the event the Subordinated Lienholder seeks or requests adequate protection in respect of the obligations secured by the Liens of the Subordinated Lienholder and such adequate protection is granted in the form of additional collateral, then the Agent shall also be granted a senior Lien on such additional collateral as security for the Senior Indebtedness and for any post-petition financing provided by Agent and/or Lenders to file any and all proofs of claim and any other documents Lien on such additional collateral securing the obligations owed to the Subordinated Lienholder shall be subordinate to the Liens on such collateral securing the Senior Indebtedness and any such post-petition financing provided by Agent and/or Lenders and to take all any other actionLiens granted to Agent as adequate protection on the same terms as the other Liens securing the obligations owed to the Subordinated Lienholder are subordinated to the Liens securing the Senior Indebtedness. (c) Subordinated Lienholder shall not join in, either in solicit any other Person to, or act to cause the name commencement of any Insolvency Proceeding or seek appointment of a receiver for the affairs or property of any Credit Party prior to the Discharge of Senior Lender or any Subordinated LenderIndebtedness or, which in if earlier, the opinion termination of Senior Lender is necessary or desirable to enable Senior Lender to obtain all such paymentsthe Standstill Period.

Bankruptcy Financing Issues. (i) This Agreement shall continue in full force and effect after the filing of any petition for relief ("Petition") by or against Borrower Company under the United States Bankruptcy Code (the “"Code”") and all converted or succeeding cases in respect thereof (all thereof. All references herein to Borrower being Company shall be deemed to apply to Borrower Company as debtor-in-possession and to a trustee for Borrower), and shall apply with full force and effect with respect to all Collateral acquired by Borrower, and to all Senior Debt and Subordinated Debt incurred by Borrower, subsequent to such filingCompany. If Borrower Company shall become subject to a proceeding under the Code, and if the Senior Lender shall desire to permit the use of cash collateral by Borrower or to provide post-petition Petition financing from the Senior Lender to BorrowerCompany under the Code, each Subordinated Lender agrees as follows: (1) adequate notice to Subordinated Lender shall be deemed to have been provided for such consent or post-Petition financing if Subordinated Lender receives notice thereof three (3) Business Days (or such shorter notice as is given to Senior Lender) prior to the earlier of (a) no notice need be provided any hearing on a request to any respective Subordinated Lender for such use of cash collateral or approve such post-petition financing; financing or (b) the date of entry of an order approving same and (b2) no objection will be raised by the Subordinated Lenders Lender to (a) any such use of cash collateral or such post-petition Petition financing from the Senior Lender and (b) Senior Lender declaring a default and/or exercising any of its rights and remedies under any agreement evidencing such post-Petition financing from Senior Lender. No objection will be raised by . (ii) Subordinated Lender shall not join in, solicit any other person to, or act to cause the Subordinated Lenders to the Senior Lender’s motion for relief from automatic stay in commencement of, any such proceeding to foreclose on, sell case involving Company under any state or otherwise realize upon the Collateral. In case of any assignment by Borrower for the benefit of creditors, and in case of federal bankruptcy or insolvency laws or seek the appointment of any a receiver for Borrower or Borrower’s business or assets, and in case of any dissolution or other winding up of the affairs or property of Borrower, or of Borrower’s business, Company until such time as the Senior Indebtedness shall have been paid in full in cash and in all such cases respectively, the officer of Borrower and any assignee, trustee in bankruptcy, receiver, and other person or persons in charge, are hereby directed to pay to Senior Lender the full amount of Senior Lender’s claims against Borrower before making any payment to any Subordinated Lender, and so far as may be necessary for that purpose, the Subordinated Lenders hereby transfer and assign to Senior Lender all their rights to any payment or distribution which might otherwise be coming to it. Senior Lender is hereby Lending Agreements shall have been irrevocably constituted and appointed the attorney-in-fact of the Subordinated Lenders to file any and all proofs of claim and any other documents and to take all other action, either in the name of Senior Lender or any Subordinated Lender, which in the opinion of Senior Lender is necessary or desirable to enable Senior Lender to obtain all such paymentsterminated.