Common use of Bankruptcy Financing Clause in Contracts

Bankruptcy Financing. If any Debtor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Revolving Loan Agent desires to permit the use of cash collateral or to provide financing to Debtors under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Noteholder Collateral Agent and Noteholders agree as follows: (a) adequate notice shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receive notice three (3) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Noteholder Collateral Agent to any such financing on the ground of a failure to provide “adequate protection” for the Liens of Noteholder Collateral Agent or any other grounds, provided, that, (i) Noteholder Collateral Agent retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code, and (ii) the maximum amount outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 4.6 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. If any Debtor or Obligor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Revolving Loan Agent desires to permit the use of cash collateral which consists of Revolving Loan Collateral or to provide financing to Debtors such Debtor or Obligor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Noteholder Collateral Agent and Noteholders agree Trustee agrees as follows: (a) adequate notice to Trustee and Noteholders shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receive Trustee receives notice three (3) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Noteholder Collateral Agent Trustee to any such financing on the ground of a failure to provide “adequate protection” for the Liens of Noteholder Collateral Agent or any other groundsTrustee, provided, that, (i) Noteholder Collateral Agent Trustee retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority relative to the Lien of Agent as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code, and (ii) the maximum amount outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this SectionSection 3.5, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 4.6 3.7 hereof, to Noteholder Collateral AgentTrustee or its counsel.

Bankruptcy Financing. If any Debtor Grantor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Revolving Loan Agent a Senior Creditor desires to permit the use of cash collateral or to provide financing to Debtors such Grantor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Noteholder Collateral Agent Agent, on behalf of itself and Noteholders agree each Junior Creditor, agrees as follows: (a) adequate notice to Collateral Agent and Junior Creditors shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receive receives notice three two (32) business days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Noteholder Collateral Agent or any Junior Creditor to any such financing or use of cash collateral on the ground of a failure to provide “adequate protection” for Collateral Agent’s junior Liens on the Liens of Noteholder Common Collateral Agent or any other grounds, provided, that, (i) Noteholder provided Collateral Agent retains a Lien on the post petition Common Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code, and (ii) Code to the maximum amount outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amountextent entitled thereto. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 4.6 7.7 hereof, to Noteholder Collateral Agent.

Bankruptcy Financing. If any Debtor the Obligor shall become subject to a proceeding under the U.S. Bankruptcy Code and if Revolving Loan either Creditor or the Collateral Agent desires to permit the use of cash collateral or to provide financing to Debtors the Obligor under either Section 363 or Section 364 of the U.S. Bankruptcy Code, Noteholder the other Creditor and/or the Collateral Agent and Noteholders agree Agent, applicable, agrees as follows: (a) adequate notice to such other Creditor shall have been provided for such financing or use of cash collateral if Noteholder Collateral Agent receive such other Creditor receives notice three two (32) business days Business Days prior to the entry of the order approving such financing or use of cash collateral and (b) no objection will be raised by Noteholder the other Creditor or the Collateral Agent to any such financing on the ground of a failure to provide “adequate protection” for the Liens of Noteholder such other Creditor or the Collateral Agent or any other grounds, provided, that, (i) Noteholder such other Creditor or the Collateral Agent Agent, as applicable, retains a Lien on the Collateral (including proceeds thereof arising after the commencement of such proceeding) and obtains a replacement Lien on post-petition Collateral to the same extent and with the same priority as existed prior to the commencement of the proceeding under the U.S. Bankruptcy Code, and (ii) the maximum amount outstanding under such post-petition financing, together with the aggregate principal amount of the pre-petition Revolving Loan Debt, shall not exceed the Revolving Loan Priority Amount. For purposes of this Section, notice of a proposed financing or use of cash collateral shall be deemed given when given, in the manner prescribed by Section 4.6 hereofthis Intercreditor Agreement, to Noteholder any Creditor or the Collateral Agent, or their respective counsel.