Common use of Certain Bankruptcy Matters Clause in Contracts

Certain Bankruptcy Matters. (a) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders, which, for the avoidance of doubt, may include the holders of Second Lien Notes (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 of the Bankruptcy Code, that is not objected to by the Second Lien Notes Trustee or otherwise in accordance with an Act of the Parity Lien Debtholders, each Parity Lien Secured Party (other than the Second Lien Notes Trustee or Collateral Trustee upon an Act of Parity Lien Debtholders) agrees that it will not raise any objection to, or support any Person objecting to, and shall be deemed to have consented to, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral or sale that constitutes Collateral (including any, bid or sale procedure in respect thereof), unless the Second Lien Notes Trustee or the Collateral Trustee upon an Act of Parity Lien Debtholders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral, in each case so long as (A) the Parity Lien Secured Parties of each Series of Parity Lien Debt are granted Liens on any additional collateral pledged to any Parity Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, (B) if any amount of such DIP Financing or cash collateral is applied to repay any of the Parity Lien Obligations, such amount is applied pursuant to Section 3.4 of this Agreement and (C) if any Parity Lien Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 3.4 of this Agreement; and provided, further, that the Parity Lien Secured Parties receiving adequate protection shall not object to any other Parity Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such Parity Lien Secured Parties in connection with a DIP Financing or use of cash collateral.

Certain Bankruptcy Matters. The Secured Parties hereby irrevocably authorize each Agent, at the direction of the Requisite Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) If at any Grantor shall become subject to a case (a “Bankruptcy Case”) sale thereof conducted under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders, which, for the avoidance of doubt, may include the holders of Second Lien Notes (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 provisions of the Bankruptcy Code, that including under sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is not objected to subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the Second Lien Notes Trustee consent or otherwise at the direction of) any Agent (whether by judicial action or otherwise) in accordance with an Act any applicable law; provided, that the Obligations of any regulated Lender may not be credit bid if such regulated Lender cannot comply with such applicable law. In connection with any such credit bid and purchase, the Parity Lien Debtholders, each Parity Lien Obligations owed to the Secured Party (other than the Second Lien Notes Trustee or Collateral Trustee upon an Act of Parity Lien Debtholders) agrees that it will not raise any objection to, or support any Person objecting toParties shall be entitled to be, and shall be deemed be, credit bid on a ratable basis (with Obligations with respect to have consented to, any contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such financing or claims in an amount proportional to the Liens on liquidated portion of the Collateral securing contingent claim amount used in allocating the same contingent interests) in the asset or assets so purchased (“DIP Financing Liens”) or in the equity interests or debt instruments of the acquisition vehicle or vehicles that are used to any use consummate such purchase); provided, that none of cash collateral or sale that constitutes Collateral (including any, bid or sale procedure in respect thereof), unless the Second Lien Notes Trustee or the Collateral Trustee upon an Act of Parity Lien Debtholders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral, in each case so long as (A) the Parity Lien Secured Parties of each Series of Parity Lien Debt are granted Liens on any additional collateral pledged shall be allowed to any Parity Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, (B) if any amount of such DIP Financing or cash collateral is applied to repay credit bid any of the Parity Lien ObligationsObligations independently and all such credit bids shall have to be submitted through, and administered by, an Agent (at the direction of the Requisite Lenders), as set forth herein. In connection with any such amount is applied pursuant bid (i) each Agent (or its designee) shall be authorized, at the direction of the Requisite Lenders, to Section 3.4 (x) form one or more acquisition vehicles to make a bid and (y) adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by any Agent (or its designee) with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by the vote of the Requisite Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Requisite Lenders contained in Section 10.5 of this Agreement), (Cii) if any Parity Lien each of the Secured Parties are granted adequate protection, including Parties’ ratable interests in the form Obligations shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of periodic paymentsclosing such purchase and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent (or its designee) may reasonably request in connection with such DIP Financing or use the formation of cash collateralany acquisition vehicle, the proceeds formulation or submission of any credit bid or the consummation of the transactions contemplated by such adequate protection are applied pursuant to Section 3.4 of this Agreement; and provided, further, that the Parity Lien Secured Parties receiving adequate protection shall not object to any other Parity Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such Parity Lien Secured Parties in connection with a DIP Financing or use of cash collateralcredit bid.

Certain Bankruptcy Matters. The Secured Parties hereby irrevocably authorize each Agent, at the direction of the Requisite Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) If at any Grantor shall become subject to a case (a “Bankruptcy Case”) sale thereof conducted under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders, which, for the avoidance of doubt, may include the holders of Second Lien Notes (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 provisions of the Bankruptcy Code, that including under sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Credit Party is not objected to subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the Second Lien Notes Trustee consent or otherwise at the direction of) any Agent (whether by judicial action or otherwise) in accordance with an Act any applicable law; provided, that the Obligations of any regulated Lender may not be credit bid if such regulated Lender cannot comply with such applicable law. In connection with any such credit bid and purchase, the Parity Lien Debtholders, each Parity Lien Obligations owed to the Secured Party (other than the Second Lien Notes Trustee or Collateral Trustee upon an Act of Parity Lien Debtholders) agrees that it will not raise any objection to, or support any Person objecting toParties shall be entitled to be, and shall be deemed be, credit bid on a ratable basis (with Obligations with respect to have consented to, any contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such financing or claims in an amount proportional to the Liens on liquidated portion of the Collateral securing contingent claim amount used in allocating the same contingent interests) in the asset or assets so purchased (“DIP Financing Liens”) or in the equity interests or debt instruments of the acquisition vehicle or vehicles that are used to any use consummate such purchase); provided, that none of cash collateral or sale that constitutes Collateral (including any, bid or sale procedure in respect thereof), unless the Second Lien Notes Trustee or the Collateral Trustee upon an Act of Parity Lien Debtholders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of Collateral, in each case so long as (A) the Parity Lien Secured Parties of each Series of Parity Lien Debt are granted Liens on any additional collateral pledged shall be allowed to any Parity Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, (B) if any amount of such DIP Financing or cash collateral is applied to repay credit bid any of the Parity Lien ObligationsObligations independently and all such credit bids shall have to be submitted through, and administered by, an Agent (at the direction of the Requisite Lenders), as set forth herein. In connection with any such amount is applied pursuant bid (i) each Agent (or its designee) shall be authorized, at the direction of the Requisite Lenders, to Section 3.4 (x) form one or more acquisition vehicles to make a bid and (y) adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by any Agent (or its designee) with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by the vote of the Requisite Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Requisite Lenders contained in Section 10.5 of this Agreement), (Cii) if any Parity Lien each of the Secured Parties are granted adequate protection, including Parties’ ratable interests in the form Obligations shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of periodic paymentsclosing such purchase and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent (or its designee) may reasonably request in connection with such DIP Financing or use the formation of cash collateralany acquisition vehicle, the proceeds formulation or submission of any credit bid or the consummation of the transactions contemplated by such adequate protection are applied pursuant to Section 3.4 of this Agreement; and provided, further, that the Parity Lien Secured Parties receiving adequate protection shall not object to any other Parity Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such Parity Lien Secured Parties in connection with a DIP Financing or use of cash collateral.credit bid. 138

Certain Bankruptcy Matters. (a) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing financing, which, for the avoidance of doubt, may include a roll-up of the First-Out Obligations (“DIP Financing”) to be provided by one or more lenders, which, for the avoidance of doubt, may include the holders of Second Lien Notes First-Out Obligations (the “DIP Lenders”), under Section 364 of the Bankruptcy Code or the use of cash collateral or the sale of property that constitutes Collateral under Section 363 of the Bankruptcy Code, that is not objected to by the Second Senior Third Lien Notes Trustee Administrative Agent or otherwise in accordance with an Act of the Parity Lien Debtholders, each Parity Lien Secured Party (other than the Second Senior Third Lien Notes Trustee Administrative Agent or Collateral Trustee upon an Act of Parity Lien Debtholders) agrees that it will not raise any objection to, or support any Person objecting to, and shall be deemed to have consented to, any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral or sale that constitutes Collateral (including any, bid or sale procedure in respect thereof), unless the Second Senior Third Lien Notes Trustee Administrative Agent or the Collateral Trustee upon an Act of Parity Lien Debtholders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral or sale of CollateralCollateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Collateral for the benefit of the holders of First-Out Obligations, each other holder of any Parity Lien Obligations will consent to the subordination of its Liens with respect to such Collateral on the same terms as the Liens of the holders of First-Out Obligations (other than any Liens of any holders of First-Out Obligations constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Collateral granted to secure the Parity Lien Obligations, each other holder of Parity Lien Obligations will confirm the priorities with respect to such Collateral as set forth herein), in each case so long as (A) the Parity Lien Secured Parties retain the benefit of their Liens on all such Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Parity Lien Secured Parties (other than any Liens of the holders of First-Out Obligations constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the Parity Lien Secured Parties of each Series of Parity Lien Debt are granted Liens on any additional collateral pledged to any Parity Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the Parity Lien Secured Parties as set forth in this Agreement, (BC) if any amount of such DIP Financing or cash collateral is applied to repay any of the Parity Lien Obligations, such amount is applied pursuant to Section 3.4 of this Agreement and (CD) if any Parity Lien Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 3.4 of this Agreement; and provided, further, that the Parity Lien Secured Parties receiving adequate protection shall not object to any other Parity Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such Parity Lien Secured Parties in connection with a DIP Financing or use of cash collateral.