Common use of Insolvency or Liquidation Proceedings Clause in Contracts

Insolvency or Liquidation Proceedings. (a) The provisions of this Article 3 will be applicable both before and after the filing of any petition by or against any Obligor under any insolvency or bankruptcy law and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession. The relative rights of secured creditors in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by any Obligor as debtor-in-possession. If, in any Insolvency or Liquidation Proceeding and at any time any Priority Lien Obligations exist that have not been Discharged, all of the Lenders (or such number of the Lenders as may have the power to bind all of them): (1) consent to any order for use of cash collateral or agree to the extension of any Priority Lien Debt (including, without limitation, any debtor-in-possession financing) to any Obligor to the extent constituting Indebtedness permitted to be subject to Liens by clause (1), clause (16)(a) or clause (18) of the definition of “Permitted Liens” contained in the Indenture; (2) consent to any order granting any priming lien, replacement lien, cash payment or other relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the interests of the holders of Priority Liens in the property subject to such Priority Liens; (3) consent to any order approving post-petition financing pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (including, without limitation, any “roll-up” of Priority Lien Obligations); or (4) consent to any order relating to a sale of assets of the Company or any Guarantor that: (i) provides, to the extent the sale is to be free and clear of Liens, that all Priority Liens and Note Liens shall attach to the proceeds of the sale; and (ii) grants Credit Bid Rights to the Holders of Notes, then, the Holders of Notes, the Trustee and the Note Collateral Agent will not oppose or otherwise contest the entry of such order. (b) The Holders of Notes, the Trustee and the Note Collateral Agent will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interests in the Collateral under the Note Liens, except that: (1) they may freely seek and obtain relief granting a junior lien co-extensive in all respects with, but subordinated (as set forth in this Article 3) in all respects to, all Liens granted in such Insolvency or Liquidation Proceeding to the holders of Priority Lien Debt; or (2) they may assert rights in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan (other than to the extent such plan provides for the liquidation of assets or properties of the Company or any Obligor); and (3) they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time when no Priority Lien Obligations exist that have not been Discharged. (c) If, in any Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, both on account of Priority Lien Debt and on account of the Notes, then, to the extent the debt obligations distributed on account of the Priority Lien Debt and on account of the Notes are secured by Liens upon the same property, the provisions of this Article 3 will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. (d) The Holders of Notes, the Trustee and the Note Collateral Agent will not assert or enforce, at any time when any Priority Lien Obligations exist that have not been Discharged, any claim under §506(c) of the United States Bankruptcy Code senior to or on a parity with the Priority Liens for costs or expenses of preserving or disposing of any Collateral.

Insolvency or Liquidation Proceedings. (a) The provisions of this Article 3 will be applicable both before and after the filing of any petition by or against any Obligor under any insolvency or bankruptcy law and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession. The relative rights of secured creditors in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by any Obligor as a debtor-in-possession. If, in any Insolvency or Liquidation Proceeding and at any time any Priority Lien Obligations exist that have not been Discharged, all of the Lenders (or such number the holders of the Lenders requisite percentage of Priority Lien Obligations as may have the power to bind all of them): (1) consent to any order for use of cash collateral or agree to the extension of any Priority Lien Debt (including, without limitation, any debtor-in-possession financing) to any Obligor to the extent constituting Indebtedness permitted to be subject to secured by Liens permitted by clause (1), clause (16)(a19)(a), (21) or clause (1822) of the definition of “"Permitted Liens” contained in the Indenture"; (2) consent to any order granting any priming lien, replacement lien, cash payment or other relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the interests of the holders of Priority Liens in the property subject to such Priority Liens;; and (3) consent to any order approving post-petition financing pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (including, without limitation, any “roll-up” of Priority Lien Obligations); or (4) consent to any order relating to a sale of assets of the Company or any Guarantor other Obligor that: (i) provides, to the extent the sale is to be free and clear of Liens, that all Priority Liens and Note Liens shall will attach to the proceeds of the sale; and (ii) grants Credit Bid Rights to the Holders of Notes, ; then, the Holders holders of NotesNote Obligations, the Trustee and the Note Collateral Agent will not oppose or otherwise contest the entry of such orderorder (except that any order approving a sale of assets or the bidding procedures for any sale of assets may be opposed or otherwise contested by them based on any ground that may be asserted by a holder of unsecured claims), so long as none of the holders of Priority Lien Obligations, the Priority Lien Collateral Agent or any representative acting for one or more of the holders of Priority Lien Obligations in any respect opposes or otherwise contests any request made by the holders of Note Obligations for the grant to the Collateral Agent, for the benefit of the holders of Note Obligations and as adequate protection (or its equivalent) for the Collateral Agent's interest in the Collateral under the Note Liens, of a junior lien upon any property upon which a Lien is (or is to be) granted under the order to secure the Priority Lien Obligations co-extensive in all respects with, but subordinated (as set forth in this Article 3) in all respects to, such Lien and all Priority Liens upon the property. (b) The Holders of NotesNote Obligations, the Trustee and the Note Collateral Agent will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interests in the Collateral under the Note Liens, except that: (1) they may freely seek and obtain relief granting a junior lien co-extensive in all respects with, but subordinated (as set forth in this Article 3) in all respects to, all Liens granted in such Insolvency or Liquidation Proceeding to the holders of Priority Lien Debt; or; (2) they may assert rights in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan (other than to the extent such plan provides for the liquidation of assets or properties of the Company or any Obligor)plan; and (3) they may freely seek and obtain any relief upon a motion for adequate protection or for relief from the automatic stay (or any comparable relief), without any condition or restriction whatsoever, at any time when no Priority Lien Obligations exist that have not been Discharged. (c) If, in any Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, both on account of Priority Lien Debt and on account of the NotesNote Debt, then, to the extent the debt obligations distributed on account of the Priority Lien Debt and on account of the Notes Note Debt are secured by Liens upon the same property or type of property, the provisions of this Article 3 will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. (d) The Holders of NotesNote Obligations, the Trustee and the Note Collateral Agent will not assert or enforce, at any time when any Priority Lien Obligations exist that have not been Discharged, any claim under §!506(c) of the United States Bankruptcy Code senior to or on a parity with the Priority Liens for costs or expenses of preserving or disposing of any Collateral.

Insolvency or Liquidation Proceedings. (a) The provisions of this Article 3 will be applicable both before and after the filing of any petition by or against any Obligor under any insolvency or bankruptcy law and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession. The relative rights of secured creditors in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by any Obligor as debtor-in-possession. If, in any Insolvency or Liquidation Proceeding and at any time any Priority Lien Obligations exist that have not been Discharged, all of the Lenders (or such number of the Lenders as may have the power to bind all of them): (1) consent to any order for use of cash collateral or agree to the extension of any Priority Lien Debt (including, without limitation, any debtor-in-possession financing) to any Obligor to the extent constituting Indebtedness permitted to be subject to Liens incurred by clause (1), clause (16)(a) or clause (18) of the definition of “"Permitted Liens” contained in the IndentureDebt;" (2) consent to any order granting any priming lien, replacement lien, cash payment or other relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the interests of the holders of Priority Liens in the property subject to such Priority Liens; (3) consent to any order approving post-petition financing pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (including, without limitation, any “"roll-up” " of Priority Lien Obligations); orand (4) consent to any order relating to a sale of assets of the Company JII Holdings or any Guarantor other Obligor that: (i) provides, to the extent the sale is to be free and clear of Liens, that all Priority Liens and Note Liens shall will attach to the proceeds of the sale; and (ii) grants Credit Bid Rights to the Holders of NotesNotes to the extent the Collateral Agent is not prohibited from receiving Credit Bid Rights under applicable law, then, the Holders of NotesNote Obligations, the Note Debt Trustee and the Note Collateral Agent will not oppose or otherwise contest the entry of such order. (b) The Holders of NotesNote Obligations, the Note Debt Trustee and the Note Collateral Agent will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interests in the Collateral under the Note Liens, except that: (1) they may freely seek and obtain relief granting a junior lien co-extensive in all respects with, but subordinated (as set forth in this Article 3) in all respects to, all Liens granted in such Insolvency or Liquidation Proceeding to the holders of Priority Lien Debt; or (2) they may assert rights in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan (other than to the extent such plan provides for the liquidation of assets or properties of the Company JII Holdings or any other Obligor); and (3) they may freely seek and obtain any relief upon a motion for adequate protection or for relief from the automatic stay (or any comparable relief), without any condition or restriction whatsoever, at any time when no Priority Lien Obligations exist that have not been Discharged. (c) If, in any Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, both on account of Priority Lien Debt and on account of the NotesNote Debt, then, to the extent the debt obligations distributed on account of the Priority Lien Debt and on account of the Notes Note Debt are secured by Liens upon the same property or type of property, the provisions of this Article 3 will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. (d) The Holders of NotesNote Obligations, the Note Debt Trustee and the Note Collateral Agent will not assert or enforce, at any time when any Priority Lien Obligations exist that have not been Discharged, any claim under §Section 506(c) of the United States Bankruptcy Code senior to or on a parity with the Priority Liens for costs or expenses of preserving or disposing of any Collateral.

Insolvency or Liquidation Proceedings. (a) The provisions of this Article 3 13 will be applicable both before and after the filing of any petition by or against any Obligor under any insolvency or bankruptcy law and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession. The relative rights of secured creditors in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by any Obligor as debtor-in-possession. If, in any Insolvency or Liquidation Proceeding and at any time any Priority Lien Obligations exist that have not been Discharged, all Without limiting the other provisions of the Lenders (or such number indenture, upon the commencement of a case under the Lenders as may have the power to bind all of them): (1) consent to any order for use of cash collateral or agree to the extension of any Priority Lien Debt (including, without limitation, any debtor-in-possession financing) to any Obligor to the extent constituting Indebtedness permitted to be subject to Liens by clause (1), clause (16)(a) or clause (18) of the definition of “Permitted Liens” contained in the Indenture; (2) consent to any order granting any priming lien, replacement lien, cash payment or other relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the interests of the holders of Priority Liens in the property subject to such Priority Liens; (3) consent to any order approving post-petition financing pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (including, without limitation, by or against any “roll-up” of Priority Lien Obligations); or (4) consent to any order relating to a sale of assets of the Company or any Guarantor that: (i) provides, to the extent the sale is to be free and clear of Liens, that all Priority Liens and Note Liens shall attach to the proceeds of the sale; and (ii) grants Credit Bid Rights to the Holders of Notes, then, the Holders of Notes, the Trustee and the Note Collateral Agent will not oppose or otherwise contest the entry of such order. (b) The Holders of Notes, the Trustee and the Note Collateral Agent will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interests in the Collateral under the Note Liens, except thatObligor: (1) they may freely seek and obtain relief granting a junior lien co-extensive in all respects with, but subordinated (as set forth in this Article 3) in all respects to, all Liens granted in such Insolvency or Liquidation Proceeding to the holders of Priority Lien Debt; orDocuments shall remain in full force and effect and enforceable pursuant to their respective terms. (2) they may assert rights in connection with any such case under the confirmation Bankruptcy Code, the Trustee and each of the Holders of Notes (a) agree not to take any action or vote in any way so as to contest (i) the validity or enforceability of any plan of reorganization or similar dispositive restructuring plan (other than to the extent such plan provides for the liquidation of assets or properties of the Company or any Obligor); and (3) they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time when no Priority Lien Obligations exist that have not been Discharged. (c) If, in any Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, both on account of Priority Lien Debt and on account of the Notes, then, to the extent the debt obligations distributed on account of the Priority Lien Debt and on account Documents or any of the Notes are secured by Liens upon Priority Lien Obligations thereunder, (ii) the same propertyvalidity, priority or enforceability of the provisions of this Article 3 will survive the distribution of such debt obligations Liens, mortgages, assignments and security interests granted pursuant to such plan and will apply the Priority Lien Documents with like effect respect to the Liens securing such debt obligations. Priority Lien Obligations, or (diii) The Holders the relative rights and duties of Notes, the Trustee holders of the Priority Lien Obligations and the Note Collateral Agent will not assert or enforce, at any time when Obligations granted and/or established in any Priority Lien Obligations exist Document with respect to such Liens, mortgages, assignments and security interests, and (b) acknowledge that have not been Discharged, any claim under §506(c) of the United States Bankruptcy Code senior to or on a parity with the Priority Liens for costs Lien Obligations include interest accruing on or expenses of preserving or disposing after the filing of any Collateralpetition in bankruptcy or for reorganization, only to the extent a claim for post-petition interest is allowed in any such case.

Insolvency or Liquidation Proceedings. (a) The provisions of this Article 3 13 will be applicable both before and after the filing of any petition by or against any Obligor under any insolvency or bankruptcy law and all converted or succeeding cases in respect thereof, and all references herein to any Obligor shall be deemed to apply to the trustee for such Obligor and such Obligor as a debtor-in-possession. The relative rights of secured creditors in or to any distributions from or in respect of any ABL Facility Priority Collateral or proceeds of ABL Facility Priority Collateral shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by any Obligor as debtor-in-possession. Without limiting the other provisions of the indenture, upon the commencement of a case under the Bankruptcy Code by or against any Obligor: (1) the ABL Facility Priority Lien Documents shall remain in full force and effect and enforceable pursuant to their respective terms. (2) in any such case under the Bankruptcy Code, the Trustee and each of the Holders of Notes (a) agree not to take any action or vote in any way so as to contest (i) the validity or enforceability of any of the ABL Facility Priority Lien Documents or any of the ABL Facility Obligations thereunder, (ii) the validity, priority or enforceability of the Liens, assignments and security interests granted pursuant to the ABL Facility Priority Lien Documents with respect to the ABL Facility Obligations, or (iii) the relative rights and duties of the holders of the ABL Facility Obligations and the Note Obligations granted and/or established in any ABL Facility Priority Lien Document with respect to such Liens, assignments and security interests, and (b) acknowledge that the ABL Facility Obligations include interest accruing on or after the filing of any petition in bankruptcy or for reorganization, only to the extent a claim for post-petition interest is allowed in any such case. (3) so long as any ABL Facility Obligations are outstanding, without the express written consent of the ABL Facility Agent, none of the Trustee or the Holders of Notes (or their representatives) shall (a) with respect to any rights under any ABL Facility Priority Lien Documents or applicable law, seek in respect of any part of the ABL Facility Priority Collateral or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code, (b) oppose or object to the determination of the extent of any Liens held by any of the holders of the ABL Facility Obligations or the value of any claims of holders of the ABL Facility Obligations under Section 506(a) of the Bankruptcy Code, or (c) oppose or object to the payment of interest and expenses in respect of the ABL Facility Obligations or any ABL Facility Priority Lien Document as provided under Sections 506(b) and (c) of the Bankruptcy Code. If, in any Insolvency or Liquidation Proceeding and at any time any Priority Lien Obligations exist that have not been Dischargedprior to the Discharge of ABL Facility Obligations, all of the Lenders (or such number of the Lenders as may have the power to bind all of them): (1) consent to any order for use of cash collateral that constitutes ABL Facility Priority Collateral or agree to the extension of any ABL Facility Priority Lien Debt (including, without limitation, any debtor-in-possession financing) to any Obligor to the extent constituting Indebtedness permitted to be subject to Liens by clause (1), clause (16)(a) or clause (18) of the definition of “Permitted Liens” contained in the IndentureObligor; (2) consent to any order granting any priming lien, replacement lien, cash payment or other relief on account of Priority Lien ABL Facility Obligations as adequate protection (or its equivalent) for the interests of the holders of ABL Facility Priority Liens in the property subject to such ABL Facility Priority Liens; (3) consent to any order approving post-petition financing pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (including, without limitation, any “roll-up” of Priority Lien Obligations)Collateral; or (43) consent to any order relating to a sale of assets that constitutes ABL Facility Priority Collateral of the Company or any Guarantor that: (i) provides, to the extent the sale is to be free and clear of Liens, that all ABL Facility Priority Liens and Note Liens on the ABL Facility Priority Collateral shall attach to the proceeds of the salesale to the extent the assets sold constitute ABL Facility Priority Collateral; and (ii) grants Credit Bid Rights to the Holders of Notes, then, so long as none of the Lenders, the ABL Facility Agent or any representative acting for one or more of the Lenders in any respect opposes or otherwise contests any request made by the holders of Note Obligations for the grant to the Collateral Agent, for the benefit of the holders of Note Obligations and as adequate protection (or its equivalent) for the Collateral Agent’s interest in the ABL Facility Priority Collateral under the Note Liens on the ABL Facility Priority Collateral, of a junior lien upon any property upon which a Lien is (or is to be) granted under such order to secure the ABL Facility Priority Lien Obligations, co-extensive in all respects with, but subordinated (as set forth in this Article 13) in all respects to, such Lien and all ABL Facility Priority Liens upon such property, the Holders of Notes, the Trustee and the Note Collateral Agent will not oppose or otherwise contest the entry of such order, except that any such order approv- ing a sale of assets or the bidding procedures for any sale of assets may be opposed or otherwise contested by them based on any ground that may be asserted by a holder of unsecured claims. (b) The Holders of Notes, the Trustee and the Note Collateral Agent will not file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interests in the ABL Facility Priority Collateral under the Note LiensLiens on the ABL Facility Priority Collateral, except that: (1) they may freely seek and obtain relief relief: (A) granting a junior lien co-extensive in all respects with, but subordinated (as set forth in this Article 313) in all respects to, all Liens granted in such Insolvency or Liquidation Proceeding to the holders of ABL Facility Priority Lien Debt; or (2B) they may assert rights in connection with the confirmation of any plan of reorganization or similar dispositive restructuring plan (other than to the extent such plan provides for the liquidation of assets or properties of the Company or any Obligor)plan; and (32) they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time when no Priority Lien Obligations exist that have not been Dischargedafter the Discharge of ABL Facility Obligations. (c) If, in any Insolvency or Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property ABL Facility Priority Collateral of the reorganized debtor are distributed, both on account of ABL Facility Priority Lien Debt and on account of the Notes, then, to the extent the debt obligations distributed on account of the ABL Facility Priority Lien Debt and on account of the Notes are secured by Liens upon the same propertyany ABL Facility Priority Collateral, the provisions of this Article 3 13 will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. (d) The Holders of Notes, the Trustee and the Note Collateral Agent will not assert or enforce, at any time when any Priority Lien Obligations exist that have not been Discharged, any claim under §506(c) of the United States Bankruptcy Code senior to or on a parity with the Priority Liens for costs or expenses of preserving or disposing of any Collateral.