Common use of Credit Bid Rights Clause in Contracts

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors to exercise its credit bid rights as provided in this Section 4.07, the Collateral Agent, acting for and on behalf of the holders of Finance Obligations, shall be entitled (to the fullest extent it may lawfully do so) to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Additional Senior Secured Debt Holders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Additional Senior Secured Debt and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Swap Obligations, Additional Senior Secured Debt or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds of the Collateral, even if the proceeds received by Creditors other than such transferee are different in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure sale.

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors to exercise its credit bid rights as provided in this Section 4.074.08, the Collateral Agent, acting for and on behalf of the holders of Finance Obligations, shall be entitled (to the fullest extent it may lawfully do so) to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Additional Senior Secured Debt Holders Term Lenders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Additional Senior Secured Debt any Term Loans and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds of the Collateral, even if the proceeds received by Creditors other than such transferee are different in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure sale. (c) Each of the Loan Parties hereby grants, confirms and agrees to cooperate with and permit the exercise and enforcement of the rights set forth in this Section 4.08.

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors to exercise its credit bid rights as provided in this Section 4.07, the Collateral Agent, acting for and on behalf of the holders of Finance Obligations, shall be entitled (to the fullest extent it may lawfully do soso and subject to any requirement set forth herein and in the Intercreditor Agreement to first satisfy all obligations due and owing to the Tranche 2 Lenders under the ABL Debt Documents) to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Swap Obligations, the Additional Senior Secured Debt and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Swap Obligations, the Additional Senior Secured Debt and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do soso and subject to any requirement set forth herein and in the Intercreditor Agreement to first satisfy all obligations due and owing to the Tranche 2 Lenders under the ABL Debt Documents) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Noteholders and the Additional Senior Secured Debt Holders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Notes and any Additional Senior Secured Debt and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Swap Obligations, Additional Senior Secured Debt or or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds of the Collateral, even if the proceeds received by Creditors other than such transferee are different in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure sale. (c) Each of the Note Parties hereby grants, confirms and agrees to cooperate with and permit the exercise and enforcement of the rights set forth in this Section 4.07 (subject to any requirement set forth herein and in the Intercreditor Agreement to first satisfy all obligations due and owing to the Tranche 2 Lenders under the ABL Debt Documents).

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors to exercise its credit bid rights as provided in this Section 4.074.08, the Collateral Agent, acting for and on behalf of the holders of Finance Obligations, shall be entitled (to the fullest extent it may lawfully do so) to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Additional Senior Secured Debt Holders Term Lenders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Additional Senior Secured Debt any Term Loans and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Term Loans, Swap Obligations, Additional Senior Secured Debt Obligations or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds of the Collateral, even if the proceeds received by Creditors other than such transferee are different in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure sale. (c) Each of the Loan Parties hereby grants, confirms and agrees to cooperate with and permit the exercise and enforcement of the rights set forth in this Section 4.08. ARTICLE V

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors to exercise its credit bid rights as provided in this Section 4.07, the Collateral Agent, acting for and on behalf of the holders of Finance Obligations, shall be entitled (to the fullest extent it may lawfully do so) to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Bridge Loans, Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Bridge Loans, Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Bridge Lenders, Additional Senior Secured Debt Holders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Bridge Loans, Additional Senior Secured Debt and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Bridge Loans, Swap Obligations, Additional Senior Secured Debt or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds of the Collateral, even if the proceeds received by Creditors other than such transferee are different in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure sale. (c) Each of the Loan Parties hereby grants, confirms and agrees to cooperate with and permit the exercise and enforcement of the rights set forth in this Section 4.07.

Credit Bid Rights. (a) If, during the continuance of an Event of Default, the Collateral Agent forecloses any of its Liens upon any Collateral, whether by public sale or private sale or judicial foreclosure or otherwise, and if directed by the Directing Creditors Noteholders to exercise its credit bid rights as provided in this Section 4.07, the Collateral Agent, acting for and on behalf of the holders of Finance Note Obligations, shall be entitled (to the fullest extent it may lawfully do so) to use and apply then due and payable Finance Note Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s 's Liens upon any Collateral, Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Note Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Additional Senior Secured Debt Holders and Swap Creditors Noteholders consent thereto or if: (i) if each Creditor Noteholder has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Additional Senior Secured Debt and any Secured Swap Obligations Notes outstanding held by such Creditor Noteholder on terms equivalent to the most favorable terms offered by such transferee to any Creditor Noteholder for or in connection with any transfer of Secured Swap Obligations, Additional Senior Secured Debt or Senior Secured Notes to such transferee; and. (iic) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds Each of the CollateralLoan Parties hereby grants, even if confirms and agrees to cooperate with and permit the proceeds received by Creditors other than such transferee are different exercise and enforcement of the rights set forth in kind (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure salethis Section 4.07.

Credit Bid Rights. (a) If, during the continuance In connection with any sale process authorized by this Court of an Event of Default, the Collateral Agent forecloses any of its Liens upon any CollateralDIP Credit Party’s assets, whether effectuated through section 363 or section 1129 of the Bankruptcy Code, by public sale or private sale or judicial foreclosure a chapter 7 trustee under section 725 of the Bankruptcy Code, or otherwise, and if directed by subject in all respects to the Directing Creditors DIP Credit Documents and the Prepetition Loan Documents, as applicable, (i) the DIP Secured Parties (including the DIP Agent (directly or via one or more acquisition vehicles) acting at the direction of the Required DIP Lenders) shall have the unqualified right to exercise its credit bid rights as provided up to the full amount of the then outstanding DIP Obligations in connection with any such sale and (ii) the Prepetition Secured Parties shall have the unqualified right to credit bid up to the full amount of the then outstanding Prepetition Secured Obligations in connection with any such sale, subject to the terms of this Section 4.07Interim Order. None of the Debtors or the Prepetition Secured Parties shall object to any DIP Secured Party’s credit bidding up to the full amount of the applicable outstanding DIP Obligations in any sale of any DIP Collateral. None of the Debtors or the DIP Secured Parties shall object to any Prepetition Secured Party’s credit bidding up to the full amount of the applicable Prepetition Secured Obligation in any sale of any Prepetition Collateral (which shall not constitute the DIP Facility proceeds, the Collateral AgentDIP Account or any amounts therein from time to time). The DIP Agent (at the direction of the Required DIP Lenders), acting for and on behalf of the holders of Finance ObligationsDIP Lenders, shall be entitled (have the right to the fullest extent it may lawfully do so) assign, sell, or otherwise dispose of its right to use and apply then due and payable Finance Obligations as a credit on account of the purchase price payable by the Collateral Agent for any Collateral sold to the Collateral Agent at the corresponding foreclosure sale for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale. (b) If, in connection with or, during the continuance of an Event of Default, in anticipation of any foreclosure of any of the Collateral Agent’s Liens upon any Collateral, Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes representing at least a majority in outstanding principal amount of Secured Swap Obligations, Additional Senior Secured Debt and Senior Secured Notes then outstanding are transferred to and registered in the name of a single transferee for purposes of facilitating or executing a bid for such Collateral at the corresponding foreclosure sale, such transferee shall be entitled (to the fullest extent it may lawfully do so) to use and apply all then due and payable Finance Obligations outstanding to such transferee as a credit on account of the purchase price payable by such transferee for any Collateral sold to such transferee at such foreclosure sale, for all purposes related to bidding and making settlement or payment of the purchase price at such foreclosure sale, but only if all Noteholders, Additional Senior Secured Debt Holders and Swap Creditors consent thereto or if: (i) each Creditor has been offered the opportunity to transfer to such transferee any or all of the Senior Secured Notes, Additional Senior Secured Debt and any Secured Swap Obligations outstanding held by such Creditor on terms equivalent to the most favorable terms offered by such transferee to any Creditor for or in connection with any transfer of Secured Swap Obligations, Additional Senior Secured Debt credit bid by or Senior Secured Notes to such transferee; and (ii) effective provision is made (or found by order of a court of competent jurisdiction to have been made) for the pro-rata sharing among the Credit Classes of proceeds on behalf of the Collateral, even if the proceeds received by Creditors other than DIP Secured Parties to any acquisition entity or joint venture formed in connection with such transferee are different in kind bid. The Prepetition Agent (if reasonably equivalent in value with at least equivalent liquidity) from the proceeds to be realized by such transferee if it is the successful bidder at the foreclosure saledirection of the Prepetition Required Lenders), on behalf of the Prepetition Lenders, shall have the right to assign, sell, or otherwise dispose of its right to credit bid in connection with any credit bid by or on behalf of the Prepetition Secured Parties to any acquisition entity or joint venture formed in connection with such bid.