Common use of Bankruptcy Financing Clause in Contracts

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. (a) If any Borrower or any Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval Revolving Loan Agent desires to permit the use of cash collateral or to provide financing to be provided in good faith by any Lender (the "DIP Lender") Debtors under either Section 363 or Section 364 of the U.S. Bankruptcy Code Code, Noteholder Collateral Agent and Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or the use of cash collateral with if Noteholder Collateral Agent receives notice three (3) business days prior to the consent entry of the DIP Lender under Section 363 order approving such financing or use of the U.S. Bankruptcy Code, the other Lenders agree that cash collateral and (b) no objection will be raised by such Persons Noteholder Collateral Agent to any such financing on the grounds ground of a failure to provide "adequate protection" for the Liens of such Persons so long as Noteholder Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons retain Noteholder Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and 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 proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under 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 financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for pre-petition Revolving Loan Debt, shall not exceed the Liens of such Lender. (c) Revolving Loan Priority Amount. 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 4.6 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. (a) If any Borrower or any Obligor a Debtor shall become subject to a case -------------------- proceeding under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval Lender desires to permit the use of cash collateral or to provide financing to be provided in good faith by any Lender (the "DIP Lender") such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code Code, each Note Creditor agrees as follows: (a) adequate notice to Note Creditors shall have been provided for such financing or the use of cash collateral with if Note Trustee receives notice five (5) business days prior to the consent entry of the DIP Lender under Section 363 order approving such financing or use of the U.S. Bankruptcy Code, the other Lenders agree that cash collateral and (b) no objection will be raised by such Persons Note Creditors to any such financing or use of cash collateral on the grounds ground of a failure to provide "adequate protection" for the junior Liens of such Persons so long as Note Trustee on the Collateral or any other grounds, provided (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons retain Collateral Agent retains a Lien on the post-petition Collateral (including proceeds thereof arising after for the commencement benefit of such proceeding) Note Trustee with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code (for example, if to the Working Capital Lenders are the DIP Lender, extent Collateral Agent may be entitled to such DIP Lender's a Lien on the Guggenheim Priority Collateral shall not prime Guggenheim's Lien thereon without Guggenheim's consent), (iii) behalf of Note Trustee and Note Trustee is permitted to receive such Persons receive replacement Liens on post-petition assets payments of interest during such proceeding as adequate protection as it may have been entitled to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case hereunder and under the U.S. Bankruptcy Code, if any and (ivii) the principal amount of the maximum commitments to provide 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 financing, when aggregated with the principal amount of cash collateral on any grounds other the loans outstanding under the Lender Agreements immediately prior to the commencement of such proceeding, would not exceed $45,000,000 and the percentage of the margin of the interest rate with respect to the Lender Debt after the commencement of such proceedings shall not be more than one (1%) percentage point per annum greater than the failure percentage of the margin as in effect immediately prior to provide "adequate protection" for the Liens commencement of such Lender. (c) proceeding. 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 5.5 hereof, to Note Trustee.

Bankruptcy Financing. (a) If any Borrower or any Obligor a Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval Lender desires to permit the use of cash collateral or to provide financing to be provided in good faith by any Lender (the "DIP Lender") such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code Code, each Note Creditor agrees as follows: (a) adequate notice to Note Creditors shall have been provided for such financing or the use of cash collateral with if Note Trustee receives notice five (5) business days prior to the consent entry of the DIP Lender under Section 363 order approving such financing or use of the U.S. Bankruptcy Code, the other Lenders agree that cash collateral and (b) no objection will be raised by such Persons Note Creditors to any such financing or use of cash collateral on the grounds ground of a failure to provide "adequate protection" for the junior Liens of such Persons so long as Note Trustee on the Collateral or any other grounds, provided (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons retain Collateral Agent retains a Lien on the post-petition Collateral (including proceeds thereof arising after for the commencement benefit of such proceeding) Note Trustee with the same priority as existed prior to the commencement of the case proceeding under the U.S. Bankruptcy Code (for example, if to the Working Capital Lenders are the DIP Lender, extent Collateral Agent may be entitled to such DIP Lender's a Lien on the Guggenheim Priority Collateral shall not prime Guggenheim's Lien thereon without Guggenheim's consent), (iii) behalf of Note Trustee and Note Trustee is permitted to receive such Persons receive replacement Liens on post-petition assets payments of interest during such proceeding as adequate protection as it may have been entitled to the same extent granted to the DIP Lender, with the same priority as existed prior to the commencement of the case hereunder and under the U.S. Bankruptcy Code, if 19 129 any and (ivii) the principal amount of the maximum commitments to provide 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 financing, when aggregated with the principal amount of cash collateral on any grounds other the loans outstanding under the Lender Agreements immediately prior to the commencement of such proceeding, would not exceed $45,000,000 and the percentage of the margin of the interest rate with respect to the Lender Debt after the commencement of such proceedings shall not be more than one (1%) percentage point per annum greater than the failure percentage of the margin as in effect immediately prior to provide "adequate protection" for the Liens commencement of such Lender. (c) proceeding. 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 5.5 hereof, to Note Trustee.

Bankruptcy Financing. (a) If any Borrower or any Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval Revolving Loan Agent desires to permit the use of cash collateral or to provide financing to be provided in good faith by any Lender (the "DIP Lender") Debtors under either Section 363 or Section 364 of the U.S. Bankruptcy Code Code, Noteholder Collateral Agent and Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or the use of cash collateral with if Noteholder Collateral Agent receive notice three (3) business days prior to the consent entry of the DIP Lender under Section 363 order approving such financing or use of the U.S. Bankruptcy Code, the other Lenders agree that cash collateral and (b) no objection will be raised by such Persons Noteholder Collateral Agent to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for the Liens of such Persons so long as Noteholder Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons retain Noteholder Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and 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 proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under 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 financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for pre-petition Revolving Loan Debt, shall not exceed the Liens of such Lender. (c) Revolving Loan Priority Amount. 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 4.6 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. (a) If any Borrower or any Obligor Debtor shall become subject to a case proceeding under the U.S. Bankruptcy Code and if as debtor(s)-in-possession move for approval Revolving Loan Agent desires to permit the use of cash collateral or to provide financing to be provided in good faith by any Lender (the "DIP Lender") Debtors under either Section 363 or Section 364 of the U.S. Bankruptcy Code Code, Noteholder Collateral Agent, Noteholders and Third Priority Collateral Agent and Third Priority Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or the use of cash collateral with if Noteholder Collateral Agent and the consent Third Priority Collateral Agent receive notice three (3) business days prior to the entry of the DIP Lender under Section 363 order approving such financing or use of the U.S. Bankruptcy Code, the other Lenders agree that cash collateral and (b) no objection will be raised by such Persons Noteholder Collateral Agent or the Third Priority Collateral Agent to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for the Liens of such Persons so long as Noteholder Collateral Agent and the Liens of the Third Priority Collateral Agent or any other grounds, provided, that, (i) the interest rate, fees, advance rates, lending sublimits each of Noteholder Collateral Agent and limits and other terms are commercially reasonable under the circumstances, (ii) such Persons Third Priority retain a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtain a replacement Lien on post-petition Collateral to the same extent and 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 proceeding under the U.S. Bankruptcy Code, and (ivii) the maximum amount outstanding under 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 financing, together with the aggregate principal amount of cash collateral on any grounds other than the failure to provide "adequate protection" for pre-petition Revolving Loan Debt, shall not exceed the Liens of such Lender. (c) Revolving Loan Priority Amount. 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 4.6 hereof, to Noteholder Collateral Agent and Third Priority Collateral Agent.

Bankruptcy Financing. If (a) If any Borrower or any Obligor shall become subject to a case proceeding under the U.S. United States Bankruptcy Code and if as debtor(s)-in-possession move for approval of financing (b) the Revolving Loan Agent desires to be provided in good faith by any Lender (the "DIP Lender") under Section 364 of the U.S. Bankruptcy Code or permit the use of cash collateral with the consent or to provide financing to such Borrower or such Obligor under either Section 363 or 364 of the DIP Lender under Section 363 of the U.S. United States Bankruptcy Code, each Term Loan Lender agrees that: (i) adequate notice to the other Term Loan Lenders agree that shall have been provided for such use of cash collateral or such financing if the Term Loan Agent receives notice five Business Days prior to the entry of the order approving such use of cash collateral or such financing; and (ii) no objection will be raised by such Persons the Term Loan Agent or any Term Loan Lender to any such financing on the grounds ground of a failure to provide "“adequate protection" ” for the Liens of such Persons so long as (i) the interest rateTerm Loan Agent, feesfor the benefit of itself or any Term Loan Lenders, advance rateson the Collateral or any other grounds with respect to the Collateral, lending sublimits and limits and other terms are commercially reasonable under provided, that, the circumstancesTerm Loan Agent, (ii) such Persons retain for the benefit of the Term Loan Lenders, retains a Lien on the post-petition Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as its Lien on the Collateral that existed prior to the commencement of the case proceeding under the U.S. United States Bankruptcy Code. Nothing in this Section 3.5 shall be deemed to prohibit any Term Loan Lender from providing financing to any Borrower or any Obligor in any proceeding under the United States Bankruptcy Code (for example, if the Working Capital Lenders are the DIP Lender, such DIP Lender's so long as any Lien on the Guggenheim Priority Collateral shall not prime Guggenheim's Lien thereon without Guggenheim's consent), (iii) in favor of any Term Loan Lender with respect to such Persons receive replacement Liens on post-petition assets to the same extent granted to the DIP Lender, with financing has the same priority as the Lien in favor of the Term Loan Agent, for the benefit of the Term Loan Lenders, on the Collateral that existed prior to the commencement of the case proceeding under the U.S. United States 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 SectionSection 3.5, notice of a proposed financing or use of cash collateral or a proposed financing shall be deemed given when given, given to the Term Loan Agent in the manner prescribed by Section 4.7 hereof3.6.