Common use of Financing and Sale Issues Clause in Contracts

Financing and Sale Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior Trustee shall desire to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (“DIP Financing”), then the Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors agree that (i) if the Senior Creditors consent to such use of cash collateral, the Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, shall be deemed to have consented to such use of cash collateral so long as the Junior Creditors receive (if requested) adequate protection in the manner permitted in Section 6.3 and (ii) if the Senior Creditors consent to DIP Financing that provides for priming of or pari passu treatment with the Senior Liens, the Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, will not raise any objection to and shall be deemed to have consented to such DIP Financing, and to the extent the Liens securing the Senior Claims under the Senior Collateral Documents are subordinated or pari passu with such DIP Financing, they will subordinate their Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) and the Senior Claims on the same basis as the other Liens securing the Junior Claims are subordinated to Liens securing Senior Claims under this Agreement.

Financing and Sale Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Senior Trustee First-Lien Administrative Agent shall desire to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (“DIP Financing”), then the Junior Trustee, the Junior Noteholder Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors Noteholders agree that (i) if the Senior Creditors Lenders consent to such use of cash collateral, the Junior Trustee, the Junior Noteholder Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior CreditorsNoteholders, shall be deemed to have consented to such use of cash collateral so long as the Junior Creditors receive (if requested) and they will not request adequate protection in except to the manner extent permitted in Section 6.3 and (ii) if the Senior Creditors Lenders consent to DIP Financing that provides for priming of or pari passu treatment with the Senior LiensLenders Liens and the aggregate principal amount of the DIP Financing together with the aggregate principal amount of the First-Lien Indebtedness does not exceed $400 million, the Junior Trustee, the Junior Noteholder Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior CreditorsNoteholders, will not raise any objection to and shall be deemed to have consented to such DIP Financing, and to the extent the Liens securing the Senior Lender Claims under the Senior Collateral Documents are subordinated or pari passu with such DIP Financing, they will subordinate their Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) and the Senior Lender Claims on the same basis as the other Liens securing the Junior Noteholder Claims are subordinated to Liens securing Senior Lender Claims under this Agreement.

Financing and Sale Issues. (a) If the Company any Borrower or any other Grantor Guarantor shall be subject to any Insolvency or Liquidation Proceeding during any First Lien Obligation Period and the Senior Trustee Agent shall desire to permit the use of cash collateral or to permit the Company or any other Grantor Borrower to obtain financing under Section section 363 or Section section 364 of Title 11 of the United States Bankruptcy Code or any similar Bankruptcy Law (“"DIP Financing”"), then the Junior each Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves itself and the Junior Creditors agree Noteholders, agrees that (i) if the Senior Creditors consent it will raise no objection to such use of cash collateral, the Junior Trustee, the Junior Collateral Agent or DIP Financing and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, shall be deemed to have consented to such use of cash collateral so long as the Junior Creditors receive (if requested) will not request adequate protection or any other relief in connection therewith (except to the manner extent permitted in by Section 6.3 and (ii6.3) if the Senior Creditors consent to DIP Financing that provides for priming of or pari passu treatment with the Senior Liensand, the Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, will not raise any objection to and shall be deemed to have consented to such DIP Financing, and to the extent the Liens securing the Senior Lender Claims under the Senior Collateral Documents are subordinated junior to or pari passu with such DIP Financing, they will subordinate their agree to make its Liens in the Common Collateral junior to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Senior Claims on the same basis as the other Liens securing the Junior Noteholder Claims are subordinated junior to Liens securing Senior Lender Claims under this Agreement. Each Trustee, on behalf of itself and the Noteholders, agrees that it will raise no objection to or oppose a sale or other disposition of any Common Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Required Lenders have consented to such sale or disposition of such assets so long as the respective interests of the Noteholders attach to the proceeds thereof, subject to the terms of this Agreement. In any Insolvency or Liquidation Proceeding, no Trustee nor any Noteholder shall oppose, object to, or vote against any plan of reorganization or disclosure statement the terms of which are consistent with the rights of the Senior Lenders under the immediately preceding sentence.

Financing and Sale Issues. (a) If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Administrative Agent and the Senior Trustee shall desire to permit the use of cash collateral or to permit the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law (“DIP Financing”), then the Junior TrusteeTrustees, the Junior Noteholder Collateral Agent Agents and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors Noteholders agree that (i) if the Senior Creditors consent to such use of cash collateral, the Junior TrusteeTrustees, the Junior Noteholder Collateral Agent Agents and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior CreditorsNoteholders, shall be deemed to have consented to such use of cash collateral so long as the Junior Creditors receive (if requested) and they will not request adequate protection in except to the manner extent permitted in Section 6.3 and (ii) if the Senior Creditors consent to DIP Financing that provides for priming of or pari passu treatment with the Liens of the Senior LiensCreditors, the Junior TrusteeTrustees, the Junior Noteholder Collateral Agent Agents and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior CreditorsNoteholders, will not raise any objection to and shall be deemed to have consented to such DIP Financing, and to the extent the Liens securing the Senior Claims under the Senior Collateral Documents and the Senior Noteholder Collateral Documents are subordinated or pari passu with such DIP Financing, they will subordinate their Liens in the Common Collateral to such DIP Financing (and all Obligations relating thereto) and the Senior Claims on the same basis as the other Liens securing the Junior Noteholder Claims are subordinated to Liens securing Senior Claims under this Agreement.