Common use of Bankruptcy Issues Clause in Contracts

Bankruptcy Issues. (a) Each Purchaser agrees that the Collateral Agent or the Required Holders may consent to the use of cash collateral or provide financing to the Company or any Credit Party (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Collateral Agent or the Required Holders, in their sole discretion, may decide and that, in connection with such cash collateral usage or financing, the Company or Credit Party (or a trustee appointed for the estate of such Person) may grant to the Collateral Agent or the Tranche A Purchasers Liens upon all assets of the Company or such Credit Party, which Liens shall secure payment of all Loans and other Obligations of the Collateral Agent and the Tranche A Purchasers (whether such Obligations arose prior to the filing or other commencement of any Insolvency Proceeding or arise thereafter). Each Tranche B Purchaser acknowledges and agrees that the Tranche A Obligations shall be deemed to include obligations owing to the Collateral Agent or the Tranche A Purchasers in connection with any such financing provided after the commencement of an Insolvency Proceeding (whether through use of cash collateral, under Section 363 or 364 of the Bankruptcy Code or otherwise and whether through this Agreement or though other post-petition agreements (all of which shall be considered part of the Financing Documents)) as though such financing was made as a Tranche A Note under this Agreement and all allocations of payments among the Collateral Agent and the Tranche A Purchasers on the one hand and such Tranche B Purchasers on the other shall continue to be made after the filing or other commencement of any Insolvency Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. Each Tranche B Purchaser agrees that it will not object to or oppose a sale or other disposition of any assets securing the Obligations (or any portion thereof) free and clear of security interests, liens or other claims of or for the benefit of such Tranche B Purchaser, if any, under Sections 363 or 1129 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Required Holders have consented to such sale or disposition of such assets. To the extent that the Collateral Agent or any Tranche A Purchaser receives payments on, or proceeds of Collateral for, the Obligations held by the Collateral Agent or the Tranche A Purchasers which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Obligations held by the Collateral Agent or Tranche A Purchasers, or part thereof, intended to be satisfied shall be revived and shall continue in full force and effect as if such payments or proceeds had not been received by the Collateral Agent or Tranche A Purchaser, as the case may be. (b) In the event of the occurrence of any Insolvency Proceeding prior to Full Payment of the Tranche A Obligations, and in order to enable the Collateral Agent and the Tranche A Purchasers to enforce their rights and remedies hereunder in any of the aforesaid actions or proceedings, each Tranche B Purchaser acknowledges and agrees that (i) the Collateral Agent and the Tranche A Purchasers have the sole right, and are hereby irrevocably authorized and empowered, in their discretion, to file, make and present for and on behalf of such Tranche B Purchasers such proofs of claims against the Company and each Credit Party, as applicable, on account of the Tranche B Purchasers or other motions or pleadings as the Collateral Agent and the Tranche A Purchasers may deem expedient or proper and (ii) if, and only if, a proposed plan of reorganization fails to provide for the Full Payment of the Tranche A Obligations on the effective date of such confirmed plan of reorganization, the Required Holders may vote such proofs of claims in any such proceeding and to receive and collect any and all dividends or other payments, distributions or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of any portion of the Obligations held by the Collateral Agent and the Tranche A Purchasers. In voting such proofs of claim in any proceeding, the Collateral Agent and the Tranche A Purchasers may act in a manner consistent with the sole interest of the Collateral Agent and the Tranche A Purchasers and neither the Collateral Agent nor any of the Tranche A Purchasers shall have any duty to take any action to optimize or maximize the Tranche B Purchasers’ recovery with respect to the Tranche B Obligations. Each Tranche B Purchaser will execute and deliver to the Collateral Agent such powers of attorney, assignments and other instruments or documents, including notes and stock certificates (together with such assignments or endorsements as the Collateral Agent shall deem necessary), as may be requested by the Collateral Agent in order to enable the Collateral Agent to enforce any and all claims with respect to any or all of the Obligations. Each of the powers and authorizations granted to the Agent in this Section 22.11, being coupled with an interest, is irrevocable. None of such powers or authorizations shall be deemed to limit the powers and authorizations set forth elsewhere in this Agreement.

Bankruptcy Issues. (a) Each Purchaser of the Subordinated Lenders agrees that the Collateral Administrative Agent and the Senior Lenders, or the Required Holders any one of them may consent to the use of cash collateral or provide or support others in providing financing (“DIP Financing”) to any of the Company or any Credit Party UGI Parties (under Section 363 or Section 364 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.) (the “Bankruptcy Code Code”) or otherwise) on such terms and conditions and in such amounts as the Collateral Agent or the Required HoldersSenior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or financingsuch DIP Financing, the Company or Credit Party UGI Parties (or a trustee appointed for the estate of such Personthe UGI Parties) may grant to the Collateral Administrative Agent or the Tranche A Purchasers Liens Senior Lenders liens and security interests upon all assets of the Company or such Credit PartyUGI Parties, which Liens liens and security interests (i) shall secure payment of all Loans and other Senior Obligations of the Collateral Agent and the Tranche A Purchasers (whether such Senior Obligations arose prior to the filing of the petition for relief or other commencement of any Insolvency Proceeding or arise arises thereafter). Each Tranche B Purchaser acknowledges ; and agrees that the Tranche A Obligations (ii) shall be deemed to include obligations owing superior in priority to the Collateral Agent liens and security interests, if any, held by any of the Subordinated Lenders on or in the Tranche A Purchasers in connection with assets of the UGI Parties. The Subordinated Lenders agree that they will not object to or otherwise oppose any such financing provided after the commencement of an Insolvency Proceeding (whether through use of cash collateralcollateral consented to by the Administrative Agent or any such DIP Financing provided by one or more Senior Lenders or supported by the Administrative Agent. The Subordinated Lenders will not provide or support others in providing any DIP Financing that is not consented to or provided by the Administrative Agent or any Senior Lenders and, under Section 363 in any event, the Subordinated Lenders will not provide any DIP Financing that provides for Liens that are senior to or 364 of pari passu with any Liens securing the Bankruptcy Code or otherwise and whether through this Agreement or though other post-petition agreements (all of which shall be considered part of the Financing Documents)) as though such financing was made as a Tranche A Note under this Agreement and all Senior Obligations. All allocations of payments among between the Collateral Agent Senior Lenders and the Tranche A Purchasers on the one hand and such Tranche B Purchasers on the other shall Subordinated Lenders shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. Each Tranche B Purchaser of the Subordinated Lenders agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of security interests, liens or other claims of or for the benefit of such Tranche B PurchaserSubordinated Lenders, if any, under Sections Section 363 or 1129 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Required Holders Senior Lenders have consented to such sale or disposition of such assets. To the extent that the Collateral Agent or any Tranche A Purchaser receives payments on, or proceeds of Collateral for, the Obligations held by the Collateral Agent or the Tranche A Purchasers which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Obligations held by the Collateral Agent or Tranche A Purchasers, or part thereof, intended to be satisfied shall be revived and shall continue in full force and effect as if such payments or proceeds had not been received by the Collateral Agent or Tranche A Purchaser, as the case may be. (b) In the event that the Subordinated Lenders have or at any time acquire any security for the Subordinated Debt, each of the occurrence Subordinated Lenders agrees not to assert any right it may have to “adequate protection” of its interest in such security in any Insolvency or Liquidation Proceeding prior to Full Payment of the Tranche A Obligations, and in order to enable the Collateral Agent and the Tranche A Purchasers to enforce their rights and remedies hereunder in any of the aforesaid actions or proceedings, each Tranche B Purchaser acknowledges and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. Each of the Subordinated Lenders waives any claim it may now or hereafter have arising out of the Senior Lender’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any UGI Party, as debtor in possession. Each of the Subordinated Lenders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the Collateral Agent and the Tranche A Purchasers have the sole rightvalidity or enforceability of any Senior Lender’s claim, and are hereby irrevocably authorized and empowered, in their discretion, to file, make and present for and on behalf of such Tranche B Purchasers such proofs of claims against the Company and each Credit Party, as applicable, on account of the Tranche B Purchasers or other motions or pleadings as the Collateral Agent and the Tranche A Purchasers may deem expedient or proper and (ii) if, and only if, a proposed plan of reorganization fails to provide for challenging the Full Payment of the Tranche A Obligations on the effective date of such confirmed plan of reorganization, the Required Holders may vote such proofs of claims in any such proceeding and to receive and collect any and all dividends validity or other payments, distributions or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account enforceability of any portion of liens or security interests in assets securing the Senior Obligations held by the Collateral Agent and the Tranche A Purchasers. In voting such proofs of claim in or (iii) asserting any proceeding, the Collateral Agent and the Tranche A Purchasers claims which any UGI Party may act in a manner consistent with the sole interest of the Collateral Agent and the Tranche A Purchasers and neither the Collateral Agent nor any of the Tranche A Purchasers shall have any duty to take any action to optimize or maximize the Tranche B Purchasers’ recovery hold with respect to the Tranche B Obligations. Each Tranche B Purchaser will execute and deliver to the Collateral Administrative Agent such powers of attorney, assignments and other instruments or documents, including notes and stock certificates (together with such assignments or endorsements as the Collateral Agent shall deem necessary), as may be requested by the Collateral Agent in order to enable the Collateral Agent to enforce any and all claims with respect to any or all of the ObligationsSenior Lender. Each of the powers and authorizations granted Subordinated Lenders agrees that it will not seek participation or participate on any creditors’ committee without the Senior Lenders’ prior written consent. In the event that the Senior Lenders consent to such participation, at the Agent in this Section 22.11request of any Senior Lender, being coupled with an interest, is irrevocable. None of each Subordinated Lender will resign from its position on such powers or authorizations shall be deemed to limit the powers and authorizations set forth elsewhere in this Agreementcommittee.

Bankruptcy Issues. (a) Each Purchaser of the Subordinated Lenders agrees that the Collateral Administrative Agent and the Senior Lenders, or the Required Holders any one of them may consent to the use of cash collateral or provide or support others in providing financing (“DIP Financing”) to any of the Company or any Credit Party UGIES Parties (under Section 363 or Section 364 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.) (the “Bankruptcy Code Code”) or otherwise) on such terms and conditions and in such amounts as the Collateral Agent or the Required HoldersSenior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or financingsuch DIP Financing, the Company or Credit Party UGIES Parties (or a trustee appointed for the estate of such Personthe UGIES Parties) may grant to the Collateral Administrative Agent or the Tranche A Purchasers Liens Senior Lenders liens and security interests upon all assets of the Company or such Credit PartyUGIES Parties, which Liens liens and security interests (i) shall secure payment of all Loans and other Senior Obligations of the Collateral Agent and the Tranche A Purchasers (whether such Senior Obligations arose prior to the filing of the petition for relief or other commencement of any Insolvency Proceeding or arise arises thereafter). Each Tranche B Purchaser acknowledges ; and agrees that the Tranche A Obligations (ii) shall be deemed to include obligations owing superior in priority to the Collateral Agent liens and security interests, if any, held by any of the Subordinated Lenders on or in the Tranche A Purchasers in connection with assets of the UGIES Parties. The Subordinated Lenders agree that they will not object to or otherwise oppose any such financing provided after the commencement of an Insolvency Proceeding (whether through use of cash collateralcollateral consented to by the Administrative Agent or any such DIP Financing provided by one or more Senior Lenders or supported by the Administrative Agent. The Subordinated Lenders will not provide or support others in providing any DIP Financing that is not consented to or provided by the Administrative Agent or any Senior Lenders and, under Section 363 in any event, the Subordinated Lenders will not provide any DIP Financing that provides for Liens that are senior to or 364 of pari passu with any Liens securing the Bankruptcy Code or otherwise and whether through this Agreement or though other post-petition agreements (all of which shall be considered part of the Financing Documents)) as though such financing was made as a Tranche A Note under this Agreement and all Senior Obligations. All allocations of payments among between the Collateral Agent Senior Lenders and the Tranche A Purchasers on the one hand and such Tranche B Purchasers on the other shall Subordinated Lenders shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. Each Tranche B Purchaser of the Subordinated Lenders agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of security interests, liens or other claims of or for the benefit of such Tranche B PurchaserSubordinated Lenders, if any, under Sections Section 363 or 1129 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Required Holders Senior Lenders have consented to such sale or disposition of such assets. To the extent that the Collateral Agent or any Tranche A Purchaser receives payments on, or proceeds of Collateral for, the Obligations held by the Collateral Agent or the Tranche A Purchasers which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Obligations held by the Collateral Agent or Tranche A Purchasers, or part thereof, intended to be satisfied shall be revived and shall continue in full force and effect as if such payments or proceeds had not been received by the Collateral Agent or Tranche A Purchaser, as the case may be. (b) In the event that the Subordinated Lenders have or at any time acquire any security for the Subordinated Debt, each of the occurrence Subordinated Lenders agrees not to assert any right it may have to “adequate protection” of its interest in such security in any Insolvency or Liquidation Proceeding prior to Full Payment of the Tranche A Obligations, and in order to enable the Collateral Agent and the Tranche A Purchasers to enforce their rights and remedies hereunder in any of the aforesaid actions or proceedings, each Tranche B Purchaser acknowledges and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. Each of the Subordinated Lenders waives any claim it may now or hereafter have arising out of the Senior Lender’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any UGIES Party, as debtor in possession. Each of the Subordinated Lenders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the Collateral Agent and the Tranche A Purchasers have the sole rightvalidity or enforceability of any Senior Lender’s claim, and are hereby irrevocably authorized and empowered, in their discretion, to file, make and present for and on behalf of such Tranche B Purchasers such proofs of claims against the Company and each Credit Party, as applicable, on account of the Tranche B Purchasers or other motions or pleadings as the Collateral Agent and the Tranche A Purchasers may deem expedient or proper and (ii) if, and only if, a proposed plan of reorganization fails to provide for challenging the Full Payment of the Tranche A Obligations on the effective date of such confirmed plan of reorganization, the Required Holders may vote such proofs of claims in any such proceeding and to receive and collect any and all dividends validity or other payments, distributions or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account enforceability of any portion of liens or security interests in assets securing the Senior Obligations held by the Collateral Agent and the Tranche A Purchasers. In voting such proofs of claim in or (iii) asserting any proceeding, the Collateral Agent and the Tranche A Purchasers claims which any UGIES Party may act in a manner consistent with the sole interest of the Collateral Agent and the Tranche A Purchasers and neither the Collateral Agent nor any of the Tranche A Purchasers shall have any duty to take any action to optimize or maximize the Tranche B Purchasers’ recovery hold with respect to the Tranche B Obligations. Each Tranche B Purchaser will execute and deliver to the Collateral Administrative Agent such powers of attorney, assignments and other instruments or documents, including notes and stock certificates (together with such assignments or endorsements as the Collateral Agent shall deem necessary), as may be requested by the Collateral Agent in order to enable the Collateral Agent to enforce any and all claims with respect to any or all of the ObligationsSenior Lender. Each of the powers and authorizations granted Subordinated Lenders agrees that it will not seek participation or participate on any creditors’ committee without the Senior Lenders’ prior written consent. In the event that the Senior Lenders consent to such participation, at the Agent in this Section 22.11request of any Senior Lender, being coupled with an interest, is irrevocable. None of each Subordinated Lender will resign from its position on such powers or authorizations shall be deemed to limit the powers and authorizations set forth elsewhere in this Agreementcommittee.