Common use of Financing Issues Clause in Contracts

Financing Issues. (a) Until the Senior Obligations are paid in full, if any Obligor shall be subject to an Insolvency Proceeding and the Majority Senior Noteholders shall desire to permit the use, sale or lease of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code; herein “Cash Collateral”) on which the Senior Creditor or any other creditor has a Lien or to permit such Obligor to obtain financing under Sections 363 or 364 of the Bankruptcy Code or any law, whether from the Senior Creditor or any other Person (each, a “Post-Petition Financing”), then the Subordinated Creditor agrees that it will not contest, protest or object to (or support any other Person contesting, protesting or objecting to), and the Subordinated Creditor will be deemed to have consented to, such use of Cash Collateral or Post-Petition Financing and, so long as the Subordinated Creditor is permitted to retain the Liens securing the Subordinated Obligations, the Subordinated Creditor will subordinate its Liens in the Collateral securing the Subordinated Obligations to (i) the Liens securing such Post-Petition Financing (and all obligations relating thereto), (ii) any adequate protection provided to the Senior Creditor in connection therewith and (iii) any “carve-out” for professionals and United States Trustee fees agreed to by the Senior Creditor.

Financing Issues. (a) Until the Discharge of Senior Obligations are paid in fullhas occurred, if either Borrower or any Obligor other Grantor shall be subject to an any Insolvency or Liquidation Proceeding and the Majority any Senior Noteholders Representative shall desire to permit consent (or not object) to the usesale, sale use or lease of “cash collateral” or other collateral or to consent (as or not object) to such term is defined in Section 363(a) of the Bankruptcy Code; herein “Cash Collateral”) on which the Senior Creditor Borrower’s or any other creditor has a Lien or to permit such Obligor to obtain Grantor’s obtaining financing under Sections Section 363 or Section 364 of the Bankruptcy Code or any law, whether from the Senior Creditor or similar provision of any other Person Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Subordinated Creditor each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no objection to and will not contestotherwise contest or oppose or support (or join with) any other person in contesting or opposing (a) such sale, protest use or lease of such cash or other collateral, unless a Senior Representative or any other Senior Secured Party shall oppose or object to (or support any other Person contesting, protesting or objecting to), and the Subordinated Creditor will be deemed to have consented to, such use of Cash Collateral cash collateral (in which case, no Second Priority Representative nor any other Second Priority Debt Party shall seek any relief in connection therewith that is inconsistent with the relief being sought by the Senior Secured Parties); (b) such DIP Financing, unless a Senior Representative or Post-Petition Financing and, so long as the Subordinated Creditor is permitted any other Senior Secured Party shall oppose or object to retain the Liens securing the Subordinated Obligations, the Subordinated Creditor will subordinate its Liens in the Collateral securing the Subordinated Obligations to (i) the Liens securing such Post-Petition DIP Financing (and all obligations relating thereto), (ii) provided that the foregoing shall not prevent the Second Priority Debt Parties from proposing any adequate protection provided other DIP Financing that is either pari passu with or junior to the Senior Creditor in connection therewith and (iii) Obligations to any “carve-out” for professionals and United States Trustee fees agreed Grantors or to by a court of competent jurisdiction), and, except to the Senior Creditor.extent permitted by

Financing Issues. (a) Until the Senior Obligations are paid in full, if If any Obligor shall be subject to an any Insolvency Proceeding and the Majority either Agent or any Senior Noteholders Lender shall desire to permit the use, sale or lease use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code; herein “Cash Collateral”) on which the Senior Creditor or any other creditor has a Lien collateral or to permit such any Obligor to obtain financing under Sections Section 363 or Section 364 of the Bankruptcy Code ("DIP Financing"), and if (x) the DIP Financing is secured by Liens on the Common Collateral that are senior to or any law, whether from pari passu with the Liens of the Senior Creditor Lenders on the Common Collateral and (y) to the extent the Senior Lenders receive replacement liens on post-petition assets in connection with such DIP Financing, the Trustee, for the benefit of the Noteholders, receives replacement liens on such post-petition assets that are junior and subordinate to the Senior Lender's replacement liens to the same extent as the Trustee's Liens on the Common Collateral are junior and subordinate to the Senior Lenders' Liens on the Common Collateral, then the Trustee, on behalf of itself and the Noteholders, agrees that (a) it will not raise any objection to such use of cash collateral or DIP Financing, (b) it will not request adequate protection or any other Person (each, a “Post-Petition Financing”), then the Subordinated Creditor agrees that it will not contest, protest or object to (or support any other Person contesting, protesting or objecting to)relief in connection therewith, and the Subordinated Creditor will be deemed to have consented to, such use of Cash Collateral or Post-Petition Financing and, so long as the Subordinated Creditor is permitted to retain the Liens securing the Subordinated Obligations, the Subordinated Creditor (c) it will subordinate its Liens in the Common Collateral securing the Subordinated Obligations to (i) the Liens securing such Post-Petition DIP Financing (and all obligations relating thereto), (iisecured thereby) any adequate protection provided on the same basis as the Liens securing the Noteholder Debt are so subordinated to the Liens securing Senior Creditor in connection therewith and (iii) any “carve-out” for professionals and United States Trustee fees agreed to by the Senior CreditorLender Debt under this Agreement.

Financing Issues. (a) Until the Senior Obligations are paid in full, if If any Obligor shall be subject to an any Insolvency Proceeding and the Majority either Agent or any Senior Noteholders Lender shall desire to permit the use, sale or lease use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code; herein “Cash Collateral”) on which the Senior Creditor or any other creditor has a Lien collateral or to permit such any Obligor to obtain financing under Sections Section 363 or Section 364 of the Bankruptcy Code ("DIP Financing"), and if (x) the DIP Financing is secured by Liens on the Common Collateral that are senior to or any law, whether from pari passu with the Liens of the Senior Creditor Lenders on the Common Collateral and (y) to the extent the Senior Lenders receive replacement liens on post-petition assets in connection with such DIP Financing, the Trustee, for the benefit of the Noteholders, receives replacement liens on such post-petition assets that are junior and subordinate to the Senior Lender's replacement liens to the same extent as the Trustee's Liens on the Common Collateral are junior and subordinate to the Senior Lenders' Liens on the Common Collateral, then the Trustee, on behalf of itself and the Noteholders, agrees that (a) it will not raise any objection to such use of cash collateral or DIP Financing, (b) it will not request adequate protection or any other Person (each, a “Post-Petition Financing”), then the Subordinated Creditor agrees that it will not contest, protest or object to (or support any other Person contesting, protesting or objecting to)relief in connection therewith, and the Subordinated Creditor will be deemed to have consented to, such use of Cash Collateral or Post-Petition Financing and, so long as the Subordinated Creditor is permitted to retain the Liens securing the Subordinated Obligations, the Subordinated Creditor (c) it will subordinate its Liens in the Common Collateral securing the Subordinated Obligations to (i) the Liens securing such Post-Petition DIP Financing (and all obligations relating thereto), (iisecured thereby) any adequate protection provided on the same basis as the Liens securing the Noteholder Debt are subordinated to the Liens securing Senior Creditor in connection therewith and (iii) any “carve-out” for professionals and United States Trustee fees agreed to by the Senior CreditorLender Debt under this Agreement.