Common use of Bankruptcy Financing Clause in Contracts

Bankruptcy Financing. (a) If the Borrower or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral of Working Capital Lender Priority Collateral under Section 363 of the U.S. Bankruptcy Code, the other Lenders agree that no objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) will be raised by such Lenders to any such financing so long as (A) the other Lenders 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 (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority Collateral.

Bankruptcy Financing. (a) If Until the Borrower Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") other person under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral of Working Capital Lender or DIP Financing (unless the Designated Senior-Priority Collateral under Section 363 of Agent or the U.S. Bankruptcy Code, the other Lenders agree that no objection, protest Senior-Priority Secured Parties for which such Designated Senior-Priority Collateral Agent is acting as Agent shall then oppose or contest (including joinder or support of any third party objecting, protesting or contestingobject to such DIP Financing) will be raised by such Lenders to any such financing so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other Lenders retain relief in connection with its rights as a Lien holder of Liens on the Collateral (including proceeds thereof arising after except as expressly agreed by the commencement of such proceeding) with the same priority as existed prior Senior-Priority Collateral Agents or to the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lenderextent otherwise permitted by Section 6.4), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority Collateral.

Bankruptcy Financing. Until the Senior Indebtedness has been Finally Paid, in the event an Insolvency Proceeding shall occur and be continuing, Subordinated Lender hereby (ai) If expressly consents to the granting by Borrower to Senior Lender of senior liens and priorities in connection with any post-petition financing of Borrower by Senior Lender and (ii) agrees that adequate notice of such financing to Subordinated Lender shall have been provided if Subordinated Lender received notice in accordance with Section 18 hereof two (2) Business Days prior to the entry of any order approving such cash collateral usage or financing. Provided that Senior Lender does not object to the granting of a junior replacement lien in favor of Subordinated Lender, Subordinated Lender agrees not to assert any Obligor shall become subject right it may have to a case under "adequate protection" of its interest in such security in any Insolvency Proceeding and agrees that it will not seek to have the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower or Obligor moves for approval of financing, including on a priming basis automatic stay lifted with respect to Working Capital such security, in each case without the prior written consent of Senior Lender. Subordinated Lender Priority Collateral (waives any claim or defense Subordinated Lender may now or hereafter have arising out of the "DIP Financing") to be provided election by the Senior Lender in good faith by Working Capital Lender any Insolvency Proceeding instituted under Chapter 11 of the Bankruptcy Code of any use of cash collateral, any borrowing or any third party approved by the Working Capital Lender (the "DIP Lender") grant of a security interest under Section Sections 363 and/or 364 of the U.S. Bankruptcy Code by Borrower, as debtor-in-possession. To the extent that Senior Lender receives payments on, or the use proceeds of cash collateral of Working Capital Lender Priority Collateral under Section 363 of the U.S. Bankruptcy Codefor, the Senior Indebtedness 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 Lenders agree that no objectionparty under any bankruptcy law, protest state or contest (including joinder federal law, common law, or support of any third party objectingequitable cause, protesting or contesting) will be raised by such Lenders then as between Senior Lender and Subordinated Lender hereunder, to any such financing so long as (A) the other Lenders retain a Lien on the Collateral (including proceeds thereof arising after the commencement extent of such proceeding) with payment or proceeds received, the same priority as existed prior Senior Indebtedness, or part thereof, intended to the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral be satisfied shall be subordinate revived and continue in all respects to any Liens full force and effect as if such payments or claims proceeds had not been received by the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority CollateralLender.

Bankruptcy Financing. (a) If Until the Borrower or Discharge of First Lien Debt has occurred, if any Obligor Grantor shall become be subject to a case under any Insolvency or Liquidation Proceeding and the U.S. First Lien Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code and, if as debtor(s)-in-possession such Borrower Code) which constitutes Second Lien Collateral securing the First Lien Debt or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (permit any Grantor to obtain financing from the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") First Lien Secured Parties under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that it will raise no objection to such Cash Collateral use of cash collateral of Working Capital Lender Priority or DIP Financing, insofar as its rights with respect to the Second Lien Collateral under Section 363 of securing the U.S. Bankruptcy CodeFirst Lien Debt are affected, the other Lenders agree that no objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) will be raised by such Lenders to any such financing so long as (A) the other Lenders 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 (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (Ci) the aggregate principal amount of loans outstanding under such DIP Financing shall Financing, together with the First Lien Debt as of such date, does not exceed $5,000,000the Maximum Priority First Lien Loan Debt, and the DIP Financing is treated as First Lien Debt hereunder, (Dii) such Cash Collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable law, is approved by the governmental authority having jurisdiction over such Insolvency or Liquidation Proceeding, (iii) the Second Lien Collateral Agent and the Second Lien Secured Parties retain the right to object to any ancillary agreements or arrangements regarding such Cash Collateral use or DIP Financing that are materially prejudicial to their interests and (iv) such DIP Financing is does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and the DIP Financing documentation or Cash Collateral order does not expressly require the liquidation of Second Lien Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Debt are subordinated to or pari passu or superior with such DIP Financing which meets the requirements of clauses (i) through (iv) above, the Second Lien Collateral Agent will subordinate the Liens securing the Second Lien Debt in priority the Second Lien Collateral to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority CollateralDIP Financing (and all obligations relating thereto) and will not request adequate protection or any other relief in connection with its rights as a holder of Liens on the Second Lien Collateral (except as expressly agreed by the First Lien Agent or to the extent permitted by Section 6.4).

Bankruptcy Financing. (a) If the Borrower or any Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and, and if as debtor(s)-in-possession a Senior Creditor desires to permit the use of cash collateral or to provide financing to such Borrower Debtor under either Section 363 or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code Code, each Noteholder Creditor agrees as follows: (a) adequate notice to such Noteholder shall have been provided for such financing or the use of cash collateral of Working Capital Lender Priority Collateral under Section 363 if Noteholder Agent receives notice two (2) business days prior to the entry of the U.S. Bankruptcy Code, the other Lenders agree that order approving such financing or use of cash collateral and (b) no objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) objection will be raised by such Lenders to Noteholder Creditor, nor will such Noteholder Creditor support any other person objecting to, any such financing or use of cash collateral on the ground of a failure to provide "adequate protection" for the junior Liens of Noteholder Agent on the Collateral or any other grounds, so long as (Ai) the interest rate and other Lenders retain terms are commercially reasonable under the circumstances, (ii) to the extent of the secured claim of Noteholder Agent against such Debtor, Noteholder Agent receives a replacement Lien on the Collateral (including proceeds thereof arising after the commencement same post-petition assets of such proceeding) Debtor as are subject to the Lien of Noteholder Agent, and with the same priority relative to the Lien of Senior Creditor Agent as existed with respect to such types of assets, immediately prior to the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender)such Insolvency Proceeding, (Biii) any Liens such financing or superpriority claims pursuant to section 507 use of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect cash collateral is subject to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateralterms of this Intercreditor Agreement, (Civ) the aggregate principal amount of loans outstanding under such DIP Financing the Senior Debt arising before and after the commencement of the Insolvency Proceeding shall not exceed $5,000,000, the Maximum Senior Debt and (Dv) the terms of the order of the Bankruptcy Court approving such DIP Financing is financing or use of cash collateral does not compel the applicable Debtor to seek confirmation of a specific plan of reorganization for which the material terms are set forth in the terms of such order or related agreement. Without limiting the generality of the foregoing, no Noteholder Creditor shall seek to obtain, or obtain, a priming or pari passu Lien on any Collateral in any Insolvency Proceeding or superior in priority object to the then outstanding Working Capital treatment under a plan of reorganization or arrangement of the claims with respect to the Senior Debt to the extent that such treatment provides for payments or distributions in respect of the Collateral in accordance with the priorities of the right to payment and Liens set forth in 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 Liens securing such Working Capital Lender Priority Collateralmanner prescribed by Section 6.6 hereof, to Noteholder Agent.

Bankruptcy Financing. (a) If the Borrower or any Obligor shall become subject to a case an --------------------- Insolvency Proceeding and if Revolving Loan Lender desires to permit the use of cash collateral or to provide financing to Borrower under the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower either Section 363 or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or the 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 of Working Capital Lender Priority Collateral under Section 363 if Noteholder Agent receives notice two (2) business days prior to the entry of the U.S. Bankruptcy Code, the other Lenders agree that order approving such financing or use of cash collateral and (b) no objection, protest or contest (including joinder or support of any third party objecting, protesting or contesting) objection will be raised by such Lenders 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 (Ai) the interest rate, fees, advance rates and lending limits and other Lenders retain 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 Collateral (including proceeds thereof arising after same post-petition assets of Borrower as are subject to the commencement Lien of such proceeding) 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 Code, and (after giving effect 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 priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lender), (Bfinancing under Section 364(d) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code to the DIP Lender seeks extent that Noteholder Agent or any Noteholder would, in connection with such financing, be granted a priming or pari passu Lien on the Pioneer Lender Priority pre-petition Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority CollateralBorrower.

Bankruptcy Financing. (a) If Until the Borrower Discharge of Senior-Priority Debt has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior-Priority Collateral Agent shall desire to permit the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) which constitutes Collateral securing the Senior-Priority Debt or to permit any Grantor to obtain financing from the Senior-Priority Secured Parties or any Obligor shall become subject to a case under the U.S. Bankruptcy Code and, if as debtor(s)-in-possession such Borrower or Obligor moves for approval of financing, including on a priming basis with respect to Working Capital Lender Priority Collateral (the "DIP Financing") to be provided in good faith by Working Capital Lender or any third party approved by the Working Capital Lender (the "DIP Lender") other person under Section 364 of the U.S. Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then (subject to the terms and conditions set forth in Section 6.4(c) of this Agreement) each Junior-Priority Collateral Agent, on behalf of itself and the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that it will raise no objection to such use of cash collateral of Working Capital Lender or DIP Financing (unless the Designated Senior-Priority Collateral under Section 363 of Agent or the U.S. Bankruptcy Code, the other Lenders agree that no objection, protest Senior-Priority Secured Parties for which such Designated Senior- Priority Collateral Agent is acting as Agent shall then oppose or contest (including joinder or support of any third party objecting, protesting or contestingobject to such DIP Financing) will be raised by such Lenders to any such financing so long as (i) such cash collateral use or DIP Financing is on commercially reasonable terms and, if required by applicable Law, is approved by the Governmental Authority having jurisdiction over such Insolvency or Liquidation Proceeding and (ii) the DIP Financing does not compel Grantors to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the documents for the DIP Financing, except that such DIP Financing may (A) provide that the plan of reorganization require the Discharge of Senior-Priority Debt and (B) require the Grantors to seek confirmation of a plan acceptable to the Senior-Priority Secured Parties or entities providing the DIP Financing and contain milestones relating to such plan. To the extent that the Liens securing the Senior-Priority Debt are subordinated to or on an equal priority basis with the Liens securing DIP Financing which meets the requirements of clauses (i) and (ii) above, each Junior-Priority Collateral Agent will subordinate (and will be deemed to have subordinated) the Liens securing the respective Junior-Priority Debt in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and to any “carve-out” agreed to by the Senior-Priority Collateral Agents or otherwise applicable thereto) and will not request adequate protection or any other Lenders retain relief in connection with its rights as a Lien holder of Liens on the Collateral (including proceeds thereof arising after except as expressly agreed by the commencement of such proceeding) with the same priority as existed prior Senior-Priority Collateral Agents or to the commencement of the case under the U.S. Bankruptcy Code (after giving effect to any priming Liens on the Working Capital Lender Priority Collateral in favor of the DIP Lenderextent otherwise permitted by Section 6.4), (B) any Liens or superpriority claims pursuant to section 507 of the U.S. Bankruptcy Code the DIP Lender seeks on the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral shall be subordinate in all respects to any Liens or claims the Senior Priority Lenders shall have with respect to the Pioneer Lender Priority Collateral or the Term Loan Lender Priority Collateral, (C) the aggregate principal amount of loans outstanding under such DIP Financing shall not exceed $5,000,000, and (D) such DIP Financing is pari passu or superior in priority to the then outstanding Working Capital Debt and the Liens securing such Working Capital Lender Priority Collateral.