Common use of Certain Bankruptcy Provisions Clause in Contracts

Certain Bankruptcy Provisions. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Borrower or any of its Subsidiaries. (b) If the Borrower or any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code (including, for the avoidance of doubt, a Bankruptcy Case filed by any Subsidiary of a Grantor that is a Pledged Subsidiary (as defined in the Pledge Agreement) that is not itself a Grantor) and Borrower and/or any Subsidiary thereof shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) agrees not to object to any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral, unless the Specified Lenders or any Credit Agreement Representative of the Specified Lenders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any Collateral for the benefit of the Specified Lenders or any Credit Agreement Representative of the Specified Lenders, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) will subordinate its Liens with respect to such Collateral on the same terms as the Liens of the Specified Lenders or any Credit Agreement Representative of the Specified Lenders (other than any Liens of holders of any Series of Credit Agreement Debt (or Credit Agreement Representative thereof)) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to secure the Pari Passu Guaranteed Obligations of the Specified Lenders, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) will confirm the priorities with respect to such Common Collateral as set forth herein), in each case so long as (A) the holders of each Series of Credit Agreement Debt retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis as all the other holders of any Series of Credit Agreement Debt (other than any Liens of holders of any Series of Credit Agreement Debt (or Credit Agreement Representative thereof) constituting DIP Financing Liens)) as existed prior to the commencement of the Bankruptcy Case, (B) ) the holders of each Series of Credit Agreement Debt are granted Liens on any additional collateral pledged to any other holder of a Series of Credit Agreement Debt as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis- à -vis the other holders of each Series of Credit Agreement Debt as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Pari Passu Guaranteed Obligations, such amount is applied pursuant to Section 3.5(a) of this Agreement, and (D) if any holder of Pari Passu Guaranteed Obligations is 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 3.5(a) of this Agreement; provided that, any holder of a Series of Credit Agreement Debt that is receiving adequate protection shall not object to any other holder of a Series of Credit Agreement Debt receiving adequate protection comparable to any adequate protection granted to such holder of a Series of Credit Agreement Debt in connection with a DIP Financing or use of cash collateral.

Certain Bankruptcy Provisions. (a) This Agreement shall continue If an order for relief is entered or if a stay of proceeding or other acts becomes effective in full force and effect notwithstanding the commencement favor of Landlord or Landlord’s interest in this Lease in any proceeding which is commenced by or against Landlord under the present or any future federal Bankruptcy Code or any other Federalpresent or future applicable federal, state or foreign bankruptcyother statute or law, insolvencyTenant shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, receivership statute, law or similar law by or against this Lease, including, without limitation, such rights and remedies as may be necessary to adequately assure the Borrower or any continued possession and enjoyment of its Subsidiariesthe Premises pursuant to this Lease. (b) If an order for relief is entered or if a stay of proceeding or other acts becomes effective in favor of Tenant or Tenant’s interest in this Lease in any proceeding which is commenced by or against Tenant under the Borrower present or any Grantor shall become subject to a case (a “Bankruptcy Case”) under the future federal Bankruptcy Code (or any other present or future applicable federal, state or other statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, for without limitation, such rights and remedies as may be necessary to adequately assure the avoidance complete and continuous future performance of doubtTenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, shall include, without limitation, the following requirements: (i) that Tenant shall comply with all of its obligations under this Lease; (ii) that Tenant shall pay to Landlord, on the first day of each month occurring subsequent to the entry of such order, or on the effective date of such stay, a Bankruptcy Case filed sum equal to the amount by any Subsidiary of a Grantor which the Premises diminished in value during the immediately preceding monthly period, but in no event an amount which is less than the aggregate Rental payable for such monthly period; (iii) that is a Pledged Subsidiary (as defined Tenant shall continue to use the Premises in the Pledge Agreementmanner required by this Lease; (iv) that is not itself a GrantorTenant shall hire, at its sole cost and expense, such security personnel as may be necessary to insure the adequate protection and security of the Premises; (v) and Borrower and/or any Subsidiary thereof shallthat Tenant shall pay to Landlord within thirty (30) days after entry of such order or the effective date of such stay, as debtor(s)-inpartial adequate protection against future diminution in value of the Premises and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, a security deposit as may be required by law or ordered by the court; (vi) that Tenant has and will continue to have unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; (vii) that Landlord be granted a security interest acceptable to Landlord in property of Tenant, other than property of any of Tenant’s officers, directors, shareholders, employees, members or partners, to secure the performance of Tenant’s obligations under this Lease; (viii) that if Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, move for approval then notice of financing such proposed assignment, setting forth (“DIP Financing”x) the name and address of such Person, (y) all of the terms and conditions of such offer, and (z) the adequate assurance to be provided Landlord to assure such Person’s future performance under the Lease, including, without limitation, the assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by one the trustee, Tenant or more lenders Tenant as debtor-in-possession no later than twenty (20) days after receipt by the “DIP Lenders”trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) agrees not to object to any such financing or days prior to the Liens on date that the Collateral securing trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the same (“DIP Financing Liens”) or prior right and option, to any use of cash collateral, unless the Specified Lenders or any Credit Agreement Representative of the Specified Lenders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) be exercised by notice to the extent that such DIP Financing Liens are senior trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the Liens on any Collateral for the benefit effective date of the Specified Lenders or any Credit Agreement Representative such proposed assignment, to accept an assignment of the Specified Lenders, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) will subordinate its Liens with respect to such Collateral on this Lease upon the same terms and conditions and for the same consideration, if any, as the Liens bona fide offer made by such Person, less any brokerage commissions which may be payable out of the Specified Lenders or any Credit Agreement Representative of consideration to be paid by such Person for the Specified Lenders (other than any Liens of holders of any Series of Credit Agreement Debt (or Credit Agreement Representative thereof)) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to secure the Pari Passu Guaranteed Obligations of the Specified Lenders, each Credit Agreement Representative, on behalf of itself and the holders of the Series of Credit Agreement Debt for which it is the Credit Agreement Representative (other than the Specified Lenders or any Credit Agreement Representative of the Specified Lenders) will confirm the priorities with respect to such Common Collateral as set forth herein), in each case so long as (A) the holders of each Series of Credit Agreement Debt retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis as all the other holders of any Series of Credit Agreement Debt (other than any Liens of holders of any Series of Credit Agreement Debt (or Credit Agreement Representative thereof) constituting DIP Financing Liens)) as existed prior to the commencement of the Bankruptcy Case, (B) ) the holders of each Series of Credit Agreement Debt are granted Liens on any additional collateral pledged to any other holder of a Series of Credit Agreement Debt as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis- à -vis the other holders of each Series of Credit Agreement Debt as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Pari Passu Guaranteed Obligations, such amount is applied pursuant to Section 3.5(a) assignment of this Agreement, and (D) if any holder of Pari Passu Guaranteed Obligations is 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 3.5(a) of this Agreement; provided that, any holder of a Series of Credit Agreement Debt that is receiving adequate protection shall not object to any other holder of a Series of Credit Agreement Debt receiving adequate protection comparable to any adequate protection granted to such holder of a Series of Credit Agreement Debt in connection with a DIP Financing or use of cash collateralLease.

Certain Bankruptcy Provisions. (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Borrower Company or any of its Subsidiariessubsidiaries. (b) If the Borrower Company, the Parent or any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code (including, for the avoidance of doubt, a Bankruptcy Case filed by any Subsidiary of a Grantor that is a Pledged Subsidiary an Issuer (as defined in the Pledge Agreement) that is not itself a Grantor) and Borrower the Parent, Company and/or any Subsidiary thereof shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each Credit Agreement Pari Passu Debt Representative, on behalf of itself and the holders of the Series of Credit Agreement Pari Passu Debt Obligations for which it is the Credit Agreement Pari Passu Debt Representative (other than the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified LendersRequired Pari Passu Debtholders) agrees not to object to any such financing or to the Liens on the Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral, unless the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified LendersRequired Pari Passu Debtholders, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any Collateral for the benefit of the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified LendersRequired Pari Passu Debtholders, each Credit Agreement Pari Passu Debt Representative, on behalf of itself and the holders of the Series of Credit Agreement Pari Passu Debt Obligations for which it is the Credit Agreement Pari Passu Debt Representative (other than the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified LendersRequired Pari Passu Debtholders) will subordinate its Liens with respect to such Common Collateral on the same terms as the Liens of the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified Lenders Required Pari Passu Debtholders (other than any Liens of holders of any Series of Credit Agreement Pari Passu Debt (or Credit Agreement Pari Passu Debt Representative thereof)) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to secure the Pari Passu Guaranteed Debt Obligations of the Specified LendersRequired Pari Passu Debtholders, each Credit Agreement Pari Passu Debt Representative, on behalf of itself and the holders of the Series of Credit Agreement Pari Passu Debt Obligations for which it is the Credit Agreement Pari Passu Debt Representative (other than the Specified Lenders Required Pari Passu Debtholders or any Credit Agreement Pari Passu Debt Representative of the Specified LendersRequired Pari Passu Debtholders) will confirm the priorities with respect to such Common Collateral as set forth herein), in each case so long as (A) the holders of each Series of Credit Agreement Pari Passu Debt retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-àa-vis as all the other holders of any Series of Credit Agreement Pari Passu Debt (other than any Liens of holders of any Series of Credit Agreement Pari Passu Debt (or Credit Agreement Pari Passu Debt Representative thereof) constituting DIP Financing Liens)) as existed prior to the commencement of the Bankruptcy Case, (B) ) the holders of each Series of Credit Agreement Pari Passu Debt are granted Liens on any additional collateral pledged to any other holder of a Series of Credit Agreement Pari Passu Debt as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis- à a -vis the other holders of each Series of Credit Agreement Pari Passu Debt as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Pari Passu Guaranteed Debt Obligations, such amount is applied pursuant to Section 3.5(a) of this Agreement, and (D) if any holder of Pari Passu Guaranteed Obligations Debt is 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 3.5(a) of this Agreement; provided that, any holder of a Series of Credit Agreement Pari Passu Debt that is receiving adequate protection shall not object to any other holder of a Series of Credit Agreement Pari Passu Debt receiving adequate protection comparable to any adequate protection granted to such holder of a Series of Credit Agreement Pari Passu Debt in connection with a DIP Financing or use of cash collateral.