Common use of Finance Issues Clause in Contracts

Finance Issues. If the Company or any other Grantor shall be subject to any Proceeding and the Senior Agent (acting at the direction of the Required Senior Creditors) shall desire to permit the use of Cash Collateral on which the Senior Agent or any other creditor the Company or any other Grantor has a Lien or to permit the Company or any other Grantor to obtain financing (including on a priming basis), whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then each of the Trustee and the Subordinated Creditor agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the Senior Agent or to the extent permitted by Section 6.3 hereof) and, to the extent the Liens securing the Senior Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Trustee and the Subordinated Creditor on the Common Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Subordinated Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the Senior Obligations as if such Post-Petition Financing had not occurred.

Finance Issues. If Until the Company or Discharge of Senior Priority Obligations has occurred, if any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Designated Senior Priority Collateral Agent (acting at the direction of the Required Senior Creditors) shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) that consists of Collateral on which the Designated Senior Priority Collateral Agent or any other creditor the Company or any other Grantor has a Lien or to permit the Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the Senior Creditors Priority Claimholders or any other third party Person, under Section 362, 363 or 364 of the Bankruptcy Code (or any other similar provision of any applicable Bankruptcy Law Law) that is to be secured by the Collateral (each, a “Post-Petition DIP Financing”), then each the Junior Priority Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Junior Priority Claimholders, agrees that it will not oppose or be entitled to raise any an objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the Senior Agent or to the extent permitted by Section 6.3 hereof) and, to DIP Financing. To the extent the Liens securing the Senior Priority Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Junior Priority Collateral Agent will subordinate its Liens of in the Trustee and Collateral (to the Subordinated Creditor on the Common Collateral shall be deemed same extent subordinated to be subordinated, without any further action on the part of any person or entity, such Collateral) to the Liens securing such Post-Petition DIP Financing (and all Obligations relating thereto), and the all adequate protection Liens securing the Subordinated Obligations shall have the same priority with respect granted to the Common Senior Priority Claimholders, and any “carve out” from the Collateral relative for professional and United States Trustee fees that has been agreed to the Liens securing by the Senior Obligations as if Priority Collateral Agents, provided, however, that the Junior Priority Collateral Agent may request adequate protection under Section 361 of the Bankruptcy Code (or any similar provision of any applicable Bankruptcy Law) in respect of such Post-Petition Financing had not occurredsubordinated Liens in a manner that is consistent with Section 6.3.

Finance Issues. If Until the Discharge of First Lien Obligations has occurred, if Parent, the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior First Lien Collateral Agent (acting at the direction of the Required Senior Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which the Senior First Lien Collateral Agent or any other creditor the Company or any other Grantor has a Lien or to permit Parent, the Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the Senior Creditors First Lien Claimholders or any other third party Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then each the Second Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second Lien Claimholders, agrees that (i) it will not oppose or raise any no objection to such Cash Collateral use or contest DIP Financing (or join provided that the amount of such DIP Financing does not exceed $30,000,000.00 plus the amount of any First Lien Obligations repaid with or support any third party opposingthe proceeds of such DIP Financing), objecting (ii) to the extent the Liens securing the First Lien Obligations are subordinated to or contesting)pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such use of Cash Collateral or Post-Petition DIP Financing (and all Obligations relating thereto) and (iii) will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the Senior First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3); provided that, the use of Cash Collateral and the DIP Financing do not modify the terms of this Agreement and that the foregoing shall not prevent the Second Lien Claimholders from (i) and, objecting to any provision in any DIP Financing relating to any provision or content of a plan of reorganization or (ii) proposing any other DIP Financing to the extent the Liens securing the Senior Obligations are subordinated to Company in any Insolvency or pari passu with such Post-Petition Financing, the Liens of the Trustee and the Subordinated Creditor on the Common Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Subordinated Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the Senior Obligations as if such Post-Petition Financing had not occurredLiquidation Proceeding.

Finance Issues. If Until the Company or Discharge of First Lien Obligations has occurred, if any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior Agent (acting at the direction of the Required Senior Creditors) PDL shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the Senior Agent PDL or any other creditor the Company or any other Grantor has a Lien or to permit the Company or any other such Grantor to obtain financing (including on a priming basis)financing, whether from the Senior Creditors First Lien Claimholders or any other third party Person, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy similar Debtor Relief Law (each, a “Post-Petition DIP Financing”) or to sell Collateral under Section 363 of the Bankruptcy Code or any similar Debtor Relief Law (“363 Sale”), then each of the Trustee and the Subordinated Creditor Second Lien Claimholder agrees that it will not oppose or raise any no objection to such Cash Collateral use, DIP Financing or contest 363 Sale (or join with or support it being understood, for the avoidance of doubt, that Section 5.3(a) hereof shall not apply to any third party opposing, objecting such DIP Financing). To the extent the Liens securing the First Lien Obligations are subordinated to or contestingpari passu with a DIP Financing permitted by PDL, the Second Lien Claimholders will subordinate their Liens in any Collateral (x) to the Liens securing such DIP Financing (and all Obligations relating thereto) (y) will not object to and will subordinate their Liens in the Collateral to any “carve-out” for professional fees and expenses and United States Trustee fees agreed to by the First Lien Claimholders (provided that such fees and expenses are reasonably appropriate for a Chapter 11 case involving a debtor of similar size and scope as the Company), such use of Cash Collateral or Post-Petition Financing and (z) will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the Senior Agent PDL or to the extent permitted by Section 6.3 hereof) and, to the extent the Liens securing the Senior Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Trustee and the Subordinated Creditor on the Common Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto6.3), and the Liens securing the Subordinated Obligations shall have the same priority with respect to the Common Collateral relative to the Liens securing the Senior Obligations as if such Post-Petition Financing had not occurred.