Common use of Bankruptcy Financing Clause in Contracts

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 Borrower any Debtor shall become subject to an --------------------- Insolvency Proceeding a proceeding under the U.S. Bankruptcy Code and if any Revolving Loan Lender desires to permit the use of cash collateral or to provide financing to Borrower such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code or other applicable statuteCode, Noteholder Agent and Noteholders agree each Term Loan Lender agrees as follows: : (a) adequate notice to Noteholder Agent and Noteholders such Term Loan Lender shall have been provided for such financing or use of cash collateral if Noteholder Term Loan Collateral Agent receives notice two (2) business days to the extent required under the applicable Bankruptcy Rules 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 such Term Loan Lender to any such financing or use of cash collateral on the ground of a failure to provide "adequate protection" for Term Loan Collateral Agent's junior Liens or Term Loan Lessor's Liens on the Liens of Noteholder Agent Collateral or as a result of any of the terms of such financing or use of cash collateral other grounds, so long as (i) the interest rate, fees, advance rates and rates, lending limits sublimits and other terms are commercially reasonable under the circumstances, (ii) Term Loan Collateral Agent and Term Loan Lessors 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, (iii) to the extent of the secured claim of Noteholder Term Loan Collateral Agent and Term Loan Lessors against Borrower, Noteholder such Debtor in any such proceeding Term Loan Collateral Agent receives and Term Loan Lessors receive a replacement Lien on the same post-petition assets of Borrower such Debtor as are subject to the post-petition Lien of Noteholder Agent, Revolving Loan Agent and with the same priority as existed with respect to such types of assets, assets prior to the commencement of the case under the U.S. Bankruptcy Code, and (iiiiv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement, and (v) the aggregate principal amount of the Revolving Loan Debt arising before and after the commencement of the case under the U.S. Bankruptcy Code shall not exceed the limits on the amount of the Revolving Loan Debt set forth in the definition thereof. 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 5.6 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 Term Loan Collateral of BorrowerAgent.

Bankruptcy Financing. If Borrower any Debtor shall become subject to an --------------------- Insolvency Proceeding a proceeding under the U.S. Bankruptcy Code and if Revolving Loan Lender a Senior Creditor desires to permit the use of cash collateral or to provide financing to Borrower such Debtor under either Section 363 or Section 364 of the U.S. Bankruptcy Code or other applicable statuteCode, each Noteholder Agent and Noteholders agree Creditor agrees as follows: (a) adequate notice to such 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 such Noteholder Agent or Creditor, nor will such Noteholder Creditor support any Noteholder to 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 as a result of any of the terms of such financing or use of cash collateral other grounds, so long as (i) the interest rate, fees, advance rates and lending limits rate and other terms are commercially reasonable under the circumstances, (ii) to the extent of the secured claim of Noteholder Agent against Borrowersuch Debtor, Noteholder Agent receives a replacement Lien on the same post-petition assets of Borrower such 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 Codesuch Insolvency Proceeding, and (iii) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement, (iv) the aggregate principal amount of the Senior Debt arising before and after the commencement of the Insolvency Proceeding shall not exceed the Maximum Senior Debt and (v) the terms of the order of the Bankruptcy Court approving such 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 object to the 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 manner prescribed by Section 3.8 6.6 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 BorrowerAgent.

Bankruptcy Financing. If Borrower (a) Subject to subsection (b) below, if any Obligor shall become subject to an --------------------- Insolvency Proceeding and if Revolving Loan Lender desires to permit a case under the use U.S. Bankruptcy Code and, as debtor(s)-in-possession, move for approval 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 the use of cash collateral if Noteholder Agent receives notice two (2) business days prior to the entry under Section 363 of the order approving such financing or use of cash collateral U.S. Bankruptcy Code to be provided by: (i) Working Capital Agent and Working Capital Lenders (b) the "Working Capital DIP Lenders"), Term Loan Agent agrees that no objection will be raised by Noteholder Term Loan Agent or any Noteholder Term Loan Lenders to any such financing or use of such cash collateral on the ground grounds of a failure to provide "adequate protection" for the Liens of Noteholder Term Loan Agent or as a result of any of the terms of such financing or use of cash collateral Term Loan Lenders so long as (i) the interest rate, fees, advance rates rates, lending sublimits and lending limits and other terms are commercially reasonable under the circumstances, (ii) Term Loan Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the extent commencement of the secured claim of Noteholder Agent against Borrowercase under the U.S. Bankruptcy Code, Noteholder (iii) Term Loan Agent receives a replacement Lien on the same post-petition assets of Borrower as are subject to the Lien of Noteholder Agentsame extent granted to the DIP Lenders, 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 (iiiiv) such financing or use of cash collateral is subject to the terms of this Intercreditor Agreement. . (ii) Term Loan Agent and Term Loan Lenders (the "Term Loan DIP Lenders"), Working Capital Agent agrees that no objection will be raised by Working Capital Agent or Working Capital Lenders to any such financing or use of such cash collateral on the grounds of a failure to provide "adequate protection" for the Liens of Working Capital Agent or Working Capital Lenders so long as (i) the interest rate, fees, advance rates, lending sublimits and limits and other terms are commercially reasonable under the circumstances, (ii) Working Capital Agent retains 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, (iii) Working Capital Agent receives a replacement Lien on post-petition assets to the same extent granted to the Term Loan DIP Lenders, 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. (iii) Nothing contained in the foregoing or otherwise herein shall be deemed to limit the rights of any Agent or 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 the objecting Agent or Lender. (b) If any Obligor shall become subject to a case under the U.S. Bankruptcy Code, (i) the Term Loan Agent agrees that neither the Term Loan Agent nor the Term Loan Lenders will provide to such Person(s) as debtors-in-possession any financing under Section 364(d) of the U.S. Bankruptcy Code, to the extent that the Term Loan Agent or any Term Loan Lender would, in connection with such financing, be granted a Lien on the pre-petition Working Capital Priority Collateral of such Debtor that was pari passu with, or had priority over, any Lien of the Working Capital Agent as to such Working Capital Priority Collateral, and (ii) the Working Capital Agent agrees that neither Working Capital Agent nor the Working Capital Lenders will provide to any Obligor as debtor-in-possession any financing under Section 364(d) of the U.S. Bankruptcy Code to the extent that the Working Capital Agent or any Working Capital Lender would, in connection with such financing, be granted a Lien on the pre-petition Collateral (other than the Working Capital Priority Collateral) of such Debtor that was pari passu with, or had priority over, any Lien of Term Loan Agent as to such Term Loan Priority Collateral to the extent of any Term Loan A Debt. (c) For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, given in the manner prescribed by Section 3.8 4.7 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. (a) If Borrower the Company shall become subject to an --------------------- Insolvency Proceeding a case under the U.S. Bankruptcy Code and if Revolving Loan Lender desires to permit the use as debtor(s)-in-possession move for approval of cash collateral or to provide financing to Borrower be provided in good faith by Exchanged Note Agent (the “DIP Noteholder”) 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 the use of cash collateral if Noteholder Agent receives notice two (2) business days prior to with the entry consent of the order approving such financing or use DIP Noteholder under Section 363 of cash collateral the U.S. Bankruptcy Code, Bridge Note Agent on behalf of itself and (b) each Bridge Noteholder agree that no objection will be raised by Noteholder Bridge Note Agent or any Bridge Noteholder to any such financing or use of cash collateral on the ground grounds of a failure to provide "“adequate protection" ” for the Liens of Noteholder Bridge Note Agent or as a result of any of the terms of such financing or use of cash collateral Bridge Noteholders so long as (iA) the interest rate, fees, advance rates rates, lending sublimits and lending limits and other terms are commercially reasonable under the circumstances, (iiB) to the extent of the secured claim of Noteholder Bridge Note Agent against Borrower, Noteholder Agent receives retains a replacement Lien on the same post-petition assets Exchanged Note Priority Collateral (including proceeds thereof arising after the commencement of Borrower as are subject to the Lien of Noteholder Agent, and such proceeding) with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, (C) Bridge Note Agent receives for the benefit of itself and the Bridge Noteholders, a replacement Lien on post-petition assets to the same extent granted to the DIP Noteholder, with respect to such types of assets, the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code, and (iiiD) 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 the Bridge Note Agent or Bridge Noteholders 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 the Bridge Note Agent. (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 3.8 3.7 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.