Common use of Financing Issues Clause in Contracts

Financing Issues. If any Obligor shall be subject to any Insolvency Proceeding and either Agent or any Senior Lender shall desire to permit the use of cash collateral or to permit any Obligor to obtain financing under 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 pari passu with the Liens of the Senior 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 relief in connection therewith, and (c) it will subordinate its Liens in the Common Collateral to such DIP Financing (and all obligations secured thereby) on the same basis as the Liens securing the Noteholder Debt are so subordinated to the Liens securing Senior Lender Debt under this Agreement.

Financing Issues. If the Company or any Obligor other Grantor shall be subject to any Insolvency or Liquidation Proceeding and either Agent or any Senior Lender Priority Agent shall desire to permit the use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or any other applicable provision of any other applicable Bankruptcy Law) or to permit the Company or any Obligor other Grantor to obtain or guarantee financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any Bankruptcy Law ("“DIP Financing"”), and if (x) the DIP Financing is secured by Liens on the Common Collateral that are senior to or pari passu with the Liens of the Senior 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 Trusteeeach Junior Priority Agent, on behalf of itself and the Noteholderseach applicable Junior Priority Secured Party, agrees that (a) it will not raise any no objection to (and will not otherwise contest or support any party objecting to) such use of cash collateral or DIP FinancingFinancing or the terms thereof, (b) it including but not limited to, any “carve out” with respect to the Senior Priority Collateral for professional and United States Trustee fees agreed to by any Senior Priority Agent or any other Senior Secured Parties, and will not request adequate protection or any other relief in connection therewiththerewith (except to the extent permitted by the proviso in clause (ii) of Section 3.1(a) and by Section 6.4) and, and (c) it to the extent the Liens securing the Senior Priority Obligations under the Senior Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to such DIP Financing (and all obligations secured therebyObligations relating thereto) on the same basis as the other Liens securing the Noteholder Debt Junior Priority Obligations are so subordinated to the Liens securing Senior Lender Debt Priority Obligations under this Agreement; provided, that the amount of any DIP Financing shall not exceed an aggregate principal amount equal to 10% of the Maximum Senior Priority Amount (excluding any payment-in-kind interest at any time outstanding).

Financing Issues. If any Obligor shall be subject to any Insolvency Proceeding and either Agent or any Senior Lender shall desire to permit the use of cash collateral or to permit any Obligor to obtain financing under 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 pari passu with the Liens of the Senior 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 relief in connection therewith, and (c) it will subordinate its Liens in the Common Collateral to such DIP Financing (and all obligations secured thereby) on the same basis as the Liens securing the Noteholder Debt are so subordinated to the Liens securing Senior Lender Debt under this Agreement.