Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 3 contracts
Samples: Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc)
Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Credit Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person Person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding ; provided that the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use aggregate principal amount of Cash Collateral or Post-Petition Financing when added to the aggregate principal amount of First-Lien Obligations (other than Hedging Obligations and Cash Management Obligations) outstanding on the same bases as an unsecured creditor, so long as date of filing of any such opposition Insolvency or objection is Liquidation Proceeding shall not based on exceed the Second-Lien Creditors’ status as secured creditorssum of the Cap Amount and $150,000,000.
Appears in 2 contracts
Samples: Intercreditor Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)
Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Lien Subordinated Collateral AgentTrustee, on behalf of itself and the Second-Subordinated Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it will not oppose or raise any no objection to such Cash Collateral use or contest (or join with or support any third party opposing, objecting DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or contesting)pari passu with such DIP Financing, the Subordinated Collateral Trustee will subordinate its Liens in the Collateral to the Liens securing such use of Cash Collateral or Post-Petition DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as 6.3); provided that, the aggregate principal amount of the Post-Petition DIP Financing shall plus the aggregate outstanding principal amount of First Lien Obligations consisting of Indebtedness for borrowed money (and expressly excluding Hedging Obligations) plus the aggregate face amount of any letters of credit issued and not reimbursed under the First Lien Credit Agreement does not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) plus $150,000,000 in the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsaggregate.
Appears in 2 contracts
Samples: First and Subordinated Lien Intercreditor Agreement (CVR Energy Inc), First and Subordinated Lien Intercreditor Agreement (CVR Energy Inc)
Finance and Sale Issues. (a) If Until the Borrower Discharge of the First-Lien Obligations has occurred, if the Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Parent or any other Grantor has a Lien or agrees to permit the Borrower Parent or any other Grantor to obtain post-petition financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $15,000,000 in excess of the Maximum First-Lien Principal Amount, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, and each other Second-Lien Creditor Claimholder (by its acceptance of the benefits of the Second-Lien Notes Loan Documents), agrees that it will not oppose oppose, seek to enjoin or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second-Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First-Lien Obligations) and will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as expressly agreed in writing by the First-Lien Collateral Agent or Agent) and, to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 2 contracts
Samples: Subordination Agreement (Kior Inc), Registration Rights Agreement (Kior Inc)
Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) cash collateral on which the First-First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, entity under Section 362, 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any other similar Bankruptcy Law (each, a “Post-Petition Financing”"DIP FINANCING"), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it will not oppose or raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral cash collateral or Post-Petition DIP Financing and will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-First Lien Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Second Lien Collateral Agent will subordinate its Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-The Second Lien Collateral Agent on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Second-Bankruptcy Code if the First Lien Creditors may oppose or object Claimholders have consented to such use sale or disposition of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsassets.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Carmike Cinemas Inc), Credit and Guaranty Agreement (Carmike Cinemas Inc)
Finance and Sale Issues. (a) If Until the Borrower Discharge of First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien First Priority Collateral Agent (acting at the direction of the Required First-Lien Creditors) Trustee shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-Lien First Priority Collateral Agent Trustee or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-Lien Creditors First Priority Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition FinancingDIP FINANCING”), then each of the Second-Lien Second Priority Collateral AgentTrustee and the Second Priority Indenture Trustee, each on behalf of itself and the other Second Priority Claimholders, agrees that it will not raise directly or indirectly (or support any other Person raising), and hereby waives any right, privilege, power or remedy to raise directly or indirectly, any objection to such Cash Collateral use or DIP Financing including any objection that DIP Financing grants Liens senior to the Liens securing the Second Priority Obligations or otherwise entitles the DIP Financing to payment prior to any payment to the Second Priority Claimholders; provided that the Second Priority Collateral Trustee, on behalf of itself and the Second-Lien CreditorsSecond Priority Claimholders retain the right, privilege and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise power to object to any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or Post-Petition DIP Financing solely on the basis that more favorable financing terms are available to the Company at such time. The Second Priority Collateral Trustee, on behalf of itself and the other Second Priority Claimholders, will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and will not request adequate protection Adequate Protection (as defined in Section 6.3) or any other relief in connection therewith (except except, as expressly agreed in writing by the First-Lien First Priority Collateral Agent Trustee or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto6.3), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 2 contracts
Samples: Intercreditor Agreement (Satelites Mexicanos Sa De Cv), Intercreditor Agreement (Satelites Mexicanos Sa De Cv)
Finance and Sale Issues. (a) If the Parent Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the U.S. First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the U.S. First-Lien Collateral Agent or any other creditor of the Parent Borrower or any other Grantor has a Lien or to permit the Parent Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Loan Documents), agrees that it will not oppose or raise any objection to or contest (contest, or join with or support any third party opposing, objecting to or contestingcontesting (and each Second-Lien Creditor hereby shall be deemed to have consented to), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the U.S. First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 2 contracts
Samples: The Credit Agreement (RSC Holdings Inc.), Term Loan Credit Agreement (RSC Holdings Inc.)
Finance and Sale Issues. (a) If Until the Discharge of the First-Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or agrees, along with the Required First-Lien Creditors, to permit the Borrower or any other Grantor to obtain post-petition financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as expressly agreed in writing by the First-Lien Collateral Agent or Agent) and, to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Subordinated Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding ; provided that the foregoing, First-Lien Collateral Agent and the First-Lien Creditors acknowledge and agree that the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object shall retain the right to such use of Cash Collateral or raise any objection to the Post-Petition Financing on that could be raised by any unsecured creditor of the same bases as an unsecured creditorBorrower, so long as such opposition or objection is objections are not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 2 contracts
Samples: Intercreditor Agreement (CMP Susquehanna Radio Holdings Corp.), Intercreditor Agreement (CMP Susquehanna Radio Holdings Corp.)
Finance and Sale Issues. (a) If Until the Borrower Discharge of the First-Lien Obligations has occurred, if the Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) Agents shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Parent or any other Grantor has a Lien or agrees to permit the Borrower Parent or any other Grantor to obtain post-petition financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the maximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $15,000,000 in excess of the Maximum First-Lien Principal Amount (plus the amount of any accrued paid in kind interest on the First Lien Obligations), the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, and each other Second-Lien Creditor Claimholder (by its acceptance of the benefits of the Second-Lien Notes Loan Documents), agrees that it will not oppose oppose, seek to enjoin or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second-Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First-Lien Obligations) and will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as expressly agreed in writing by the First-Lien Collateral Agent or Agents) and, to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 2 contracts
Samples: Subordination Agreement (Kior Inc), Subordination Agreement (Kior Inc)
Finance and Sale Issues. (a) If the Borrower or any other Grantor Credit Party shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Credit Party has a Lien or to permit the Borrower or any other Grantor Credit Party to obtain financing (including on a priming basis), whether from the First-Lien Creditors Secured Parties or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the IESA (including, for avoidance of doubt, in its capacity as a holder of IESA Pari Passu Obligations and IESA Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), Obligations) agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or PostDIP Financing (including with respect to any carve-Petition outs for professionals approved in connection therewith), or the fact that such DIP Financing may be granted Liens on the Shared Collateral and will not request adequate protection or any other relief in connection therewith (except as expressly permitted hereunder or agreed in writing by the First-Lien Collateral Agent or Agent) and, to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien BlueBay Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Liens of the Second-Lien Creditors IESA on the Shared Collateral shall be deemed to be subordinatedsubordinated or pari passu, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations obligations relating thereto), and the Liens securing the Second-Lien IESA Obligations and the Liens securing the BlueBay Obligations shall have the same relative priority with respect to the Shared Collateral relative (and to the Liens securing the First-Lien Obligations each other) as if such Post-Petition DIP Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 1 contract
Samples: Temporary Liquidity Facility Intercreditor Agreement (Atari Inc)
Finance and Sale Issues. (a) If the Parent Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the U.S. First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the U.S. First-Lien Collateral Agent or any other creditor of the Parent Borrower or any other Grantor has a Lien or to permit the Parent Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “"Post-Petition Financing”"), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Loan Documents), agrees that it will not oppose or raise any objection to or contest (contest, or join with or support any third party opposing, objecting to or contestingcontesting (and each Second-Lien Creditor hereby shall be deemed to have consented to), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the U.S. First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 1 contract
Finance and Sale Issues. (a) If Until the Discharge of the Senior Facilities Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Senior Collateral Agent (acting at the direction of the Required First-Lien Senior Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Senior Collateral Agent has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Senior Creditors or any other third party, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “"Post-Petition Financing”"), then the Second-Lien Collateral AgentCHG, on behalf of itself and the Second-Lien other Junior Creditors, and each other Second-Lien Junior Creditor (by its acceptance of the benefits of the Second-Lien Notes CHG Lease Facility Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Senior Collateral Agent or to the extent permitted by Section 6.3 9.3 hereof) so long as the aggregate principal amount such use of the Cash Collateral or Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amountis approved by a United States Bankruptcy Court. To the extent the Liens securing the First-Lien Senior Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of CHG and the Second-Lien Junior Creditors on the Shared Collateral shall be deemed to be subordinated, without any further action on the part of any person or entityPerson, to the Liens securing such Post-Petition Financing (and all Obligations obligations relating thereto), and the Liens securing the Second-Lien CHG Lease Obligations shall have the same priority with respect to the Shared Collateral relative to the Liens securing the First-Lien Senior Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent CHG and the Second-Lien other Junior Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Junior Creditors’ ' status as secured creditors.
Appears in 1 contract
Samples: Multiparty Agreement (Cinedigm Digital Cinema Corp.)
Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of any Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, including any such financing (x) which represents an advance by some or all of the First-Lien Creditors following repayment of amounts of First-Lien Obligations with cash collateral or (y) the proceeds of which are used, in whole or in part, to repay First-Lien Obligations owed to some or all of the First-Lien Creditors, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent otherwise permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding Without the foregoingconsent of the First-Lien Collateral Agent, no Second-Lien Creditor shall propose, support or enter into any Post-Petition Financing, if the effect of such Post-Petition Financing would be that the Second-Lien Collateral Agent and Obligations would no longer be subordinated to the First-Lien Obligations in the manner set forth in this Agreement, or the Second-Lien Creditors may oppose or object would recover any payments they are not otherwise entitled to such use under this Agreement, including by way of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsadequate protection.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-any First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) Representative shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which the First-such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien Lien, or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), ) then the Second-each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Second Lien Representative and each Second Lien Collateral Agent, for itself and the Second-Lien Creditors, and on behalf of each other Second-Second Lien Creditor (Claimholder represented by its acceptance of the benefits of the Second-Lien Notes Documents)it, agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Designated First Lien Collateral Agent Representative or to the extent permitted by Section 6.3 hereof) so long as 6.3). No Second Lien Claimholder may provide DIP Financing to the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Company or any other Grantor secured by Liens securing the First-Lien Obligations are subordinated to equal or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, senior in priority to the Liens securing such Post-Petition any First Lien Obligations; provided, that if no First Lien Claimholder offers to provide DIP Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative extent permitted under this Section 6.1 on or before the date of the hearing to approve DIP Financing, then a Second Lien Claimholder may seek to provide such DIP Financing secured by Liens equal or senior in priority to the Liens securing any First Lien Obligations, and First Lien Claimholders may object thereto; provided, further, that such DIP Financing may not “roll-up” or otherwise include or refinance any pre-petition Second Lien Obligations. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the First-Bankruptcy Code if the requisite First Lien Obligations as Claimholders have consented to such sale, liquidation or other disposition. Each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite First Lien Claimholders have consented to (i) such Post-Petition Financing had retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Second Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not occurredimpair the rights of the Second Lien Claimholders under Section 363(k) of the Bankruptcy Code. Notwithstanding any other provision hereof to the foregoingcontrary, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder represented by it, agrees that (A) none of such Second Lien Representative or such Second Lien Collateral Agent, the Second-Second Lien Claimholders represented by it or any agent or the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support, endorse, propose or submit, whether directly or indirectly, any valuation of any of the Grantors or their respective assets that allocates or ascribes any value whatsoever to any of the Restricted Assets and (B) none of such Second Lien Representative or such Second Lien Collateral Agent and Agent, the Second-Second Lien Creditors may oppose Claimholders represented by it or object any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise challenge, dispute or object, whether directly or indirectly, to any valuation of any of the Grantors or their respective assets, or otherwise take any position with respect to such use valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding, on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsRestricted Assets.
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Samples: Second Lien Intercreditor Agreement (Engility Holdings, Inc.)
Finance and Sale Issues. (a) If Until the Borrower or Discharge of First Priority Claims has occurred, if any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction holders of a majority in principal amount of the Required First-Lien Creditors) First Priority Claims shall desire to permit the use of Cash Collateral cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code) on which under Section 363(c) of the First-Lien Collateral Agent has a Lien Bankruptcy Code (“Use of Cash Collateral”) or to permit the Borrower or any other Grantor an Obligor to obtain financing (including on a priming basis)financing, whether from the First-Lien Creditors First Priority Secured Parties, any other Person, or any other third partycombination thereof, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition DIP Financing”), then each of the Second-Lien Second Priority Collateral Agent and the Third Priority Collateral Agent, the 2010 Trustee, on behalf of itself and the Second-Lien Creditorsother Second Priority Secured Parties, and the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Third Priority Secured Parties, agrees that it shall not be entitled to raise (and will not oppose or raise raise), but instead shall be deemed to have otherwise irrevocably, absolutely, and unconditionally waived any right to raise, any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use Use of Cash Collateral or Post-Petition DIP Financing (and instead will be deemed to have consented to such Use of Cash Collateral or DIP Financing) and shall not be entitled to request (and will not request request) adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Lender Agent or to the extent permitted by Section 6.3 hereof6.3) so long and, to the extent the First Priority Liens are junior in priority or pari passu with such Use of Cash Collateral or such DIP Financing, will maintain the priority of its Liens in the Collateral as junior in priority to such First Priority Liens on the same basis as the other Liens securing the Second Priority Claims or the Third Priority Claims, as the case may be, are junior in priority to First Priority Liens under this Agreement; provided, however, that either the 2010 Trustee or 2015 Trustee, on behalf of the Second Priority Secured Parties or the Third Priority Secured Parties, as the case may be, may object to such Use of Cash Collateral or DIP Financing if (i) the sum of (A) the cash collateral permitted to be used therein and (B) the aggregate principal amount of such DIP Financing exceeds $250,000,000 in the Post-Petition Financing shall not exceed $10,000,000 oraggregate, if greater, the difference between or (x) Cap Amount and (yii) the Outstanding Amount. To Second Priority Secured Parties or the extent Third Priority Secured Parties, as the Liens securing the First-case may be, are not permitted to retain a Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed (including proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to be subordinated, without any further action on the part commencement of any person or entity, the case under the Bankruptcy Code (subject to the subordination of the Liens securing such Post-Petition DIP Financing (and all Obligations relating theretoas described above). Without limiting the other provisions of this Agreement, and nothing in this Section 6.1(a) is intended to limit the Liens securing ability of the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoingFirst Priority Secured Parties, the Second-Lien Collateral Agent and Second Priority Secured Parties or the Second-Lien Creditors may oppose Third Priority Secured Parties to participate in, support, or object to such use any Use of Cash Collateral or Post-Petition DIP Financing on that does not involve the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsCollateral.
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Finance and Sale Issues. (a) If the Borrower Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) other than with respect to any ATA Collateral, which the First-Lien Creditors agree may not be subject to any agreement respecting the consensual use of Cash Collateral without the prior written consent of the Bankruptcy CodeSecond-Lien Collateral Agent) on which the First-Lien Collateral Agent or any other creditor of Parent or any other Grantor has a Lien or to permit the Borrower Parent or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as (i) such Cash Collateral use or Post-Petition Financing is on commercially reasonable terms, (ii) the Second-Lien Collateral Agent and the other Second-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the Post-Petition Financing that are materially prejudicial to their interests, (iii) (a) the Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than the payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such indebtedness constituting First-Lien Obligations) is not secured by any Lien on any asset or property of any Grantor on a basis that is senior to the Liens securing the Second-Lien Obligations unless such Liens are senior or pari passu to the Liens securing the First-Lien Obligations, (v) neither the indebtedness under such Post-Petition Financing nor the “adequate protection” claims under such Cash Collateral order are secured by any ATA Collateral (and the First-Lien Creditors agree that such ATA Collateral may not be used as such security without the prior written consent of the Second-Lien Collateral Agent), and (vi) the aggregate principal amount of the Post-Petition Financing, when added to the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the First-Lien Indenture (except if part of the Post-Petition Financing shall and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the First-Lien Documents, does not exceed $10,000,000 or, if greater, the difference between sum of (x) Cap Amount and (y1) the Outstanding Amountaggregate principal amount of the First-Lien Obligations immediately prior to the commencement of the respective Insolvency or Liquidation Proceeding plus (2) $10,000,000. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral (other than the ATA Collateral) shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 1 contract
Samples: Intercreditor Agreement (Global Aviation Holdings Inc.)
Finance and Sale Issues. (a) If the Holdings, any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of Holdings, such Borrower or any other Grantor has a Lien or to permit the Holdings, such Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing (including with respect to any carve-out for professionals approved in connection therewith) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) ), so long as the aggregate principal amount of such Post-Petition Financing, when added to the aggregate principal amount of First-Lien Loan Document Obligations, does not exceed the sum of the Cap Amount (it being understood that any “roll up” or Refinancing of the First-Lien Loan Document Obligations shall not be deemed to reduce the amount of Post-Petition Financing shall not exceed $10,000,000 orpermitted hereby) and, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Note Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-First Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien First Priority Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-Lien First Priority Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-Lien Creditors First Priority Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Lien Second Priority Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Second Priority Claimholders, agrees that it will not oppose or raise any no objection to or contest (or join with or support any third party opposing, in objecting to or contesting), and each Second Priority Claimholder shall be deemed to have consented to, such use of Cash Collateral use or Post-Petition DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Priority Collateral Agent) and to the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing, the Second Priority Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien First Priority Collateral Agent or to the extent permitted by Section 6.3 hereof6.3); provided that (i) so long as the aggregate principal amount of the Post-Petition DIP Financing shall not exceed $10,000,000 or, if greater, plus the difference between aggregate outstanding principal amount of First Priority Obligations constituting Indebtedness for borrowed money plus (x) the aggregate face amount of any letters of credit issued and not reimbursed and (y) any protective advances in an aggregate amount not to exceed $4,000,000, in each case, under the First Priority Credit Agreement does not exceed the sum of (A) the First Priority Cap Amount and (yB) $15,000,000 and (ii) the Outstanding AmountSecond Priority Collateral Agent and the Second Priority Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. To The Second Priority Collateral Agent, on behalf of itself and each other Second Priority Claimholder, agrees that it will not provide or seek (or support any other Person that is not a First Priority Claimholder seeking) to provide DIP Financing to the extent the Company or any other Grantor secured by Liens securing the First-Lien Obligations are subordinated to equal or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, senior in priority to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsany First Priority Obligations.
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Finance and Sale Issues. (a) If Until the Discharge of First Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) cash collateral on which the First-First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Secured Parties or any other third party, person under Section 362, 363 or Section 364 of the Bankruptcy Code or any comparable provision of any other Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-other Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Secured Parties, agrees that it will not oppose or raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral cash collateral or Post-Petition DIP Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.03) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-First Lien Obligations are subordinated to or pari passu with the Liens securing such Post-Petition DIP Financing, the Second Lien Collateral Agent will subordinate its Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-The Second Lien Collateral Agent on behalf of itself and the Second-other Second Lien Creditors may Secured Parties, agrees that it will raise no objection or oppose a sale or object other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code (or any comparable provision of any other Bankruptcy Law) if the First Lien Secured Parties have consented to such use sale or disposition of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsassets.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be become subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, case under Section 362, 363 or 364 of the Bankruptcy Code and if, as debtor-in-possession, Grantor moves for approval of a DIP Financing (i) to be provided in good faith by the First Lien Agent or any other Bankruptcy Law First Lien Claimholders and that provides for a DIP Financing in equivalent amounts (eachbut in no event in an aggregate principal amount that, a “Post-Petition together with the aggregate amount of First Lien Principal Obligations outstanding after giving effect to the application of proceeds of such DIP Financing”, would exceed $10,000,000), and at pricing levels (including fees, interest rate and other costs) and on other terms and conditions (including representations, warranties, covenants and events of default) no less favorable to Grantor than that then reasonably obtainable from other Persons, the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, Agent and each other Second-Second Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees Claimholder agree that it no objection will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing be raised by the First-Second Lien Collateral Agent or such Second Lien Claimholder to the extent permitted by Section 6.3 hereof) so long as such DIP Financing, provided that the aggregate principal amount thereof, together with the aggregate amount of First Lien Principal Obligations outstanding after giving effect to the Post-Petition Financing application of proceeds of such DIP Financing, shall not exceed $10,000,000 orat any time outstanding or (ii) to be provided in good faith by the Second Lien Agent or any Second Lien Claimholders, if greater, the difference between which DIP Financing either (x) Cap Amount and does not provide for or have the benefit of any priming Lien having priority over the Liens in favor of the First Lien Agent or the First Lien Claimholders in the Common Collateral, or (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated provides for a DIP Financing in equivalent amounts, and at pricing levels (including fees, interest rate and other costs) and on other terms and conditions (including representations, warranties, covenants and events of default) no less favorable to or pari passu with such Post-Petition FinancingGrantor than that then reasonably obtainable from other Persons, the Liens of the Second-First Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and each First Lien Claimholder agrees that no objection will be raised by the Second-First Lien Creditors may oppose Agent or object such First Lien Claimholder to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsDIP Financing.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-any First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) Representative shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-such First Lien Representative, such First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Secured Parties or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsSecured Parties represented by it, and each other Second-the Third Lien Creditor (Representative and the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties represented by its acceptance of the benefits of the Second-Lien Notes Documents)it, agrees that it will not oppose object to such Cash Collateral use or raise DIP Financing, including any objection proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the Liens securing the First Lien Obligations are discharged, subordinated to or contest pari passu with such DIP Financing, (or join with or support any third party opposingx) the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Second Lien Representative and the Second Lien Collateral Agent, objecting to or contesting)on behalf of itself and the Second Lien Secured Parties represented by it, such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Designated First Lien Collateral Agent Representative or to the extent permitted by Section 6.3 hereof6.3) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Third Lien Collateral Agent will subordinate its Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations relating thereto) and the Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties represented by it, will not request adequate protection or any other relief in connection therewith (except as expressly agreed by the Designated First Lien Representative or to the extent permitted by Section 6.3); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining First Lien Obligations, shall not exceed an amount equal to 115% of the aggregate principal amount of First Lien Obligations outstanding immediately prior to the commencement of such Insolvency or Liquidation Proceeding, and (x) the Liens securing the Second-Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent Representative and the Second-other Second Lien Creditors may oppose or Secured Parties retain the right to object to such use of any ancillary agreements or arrangements regarding Cash Collateral use or Post-Petition the DIP Financing on that are materially prejudicial to their interests and (y) the same bases as an unsecured creditor, so long as such opposition Third Lien Representative and the other Third Lien Secured Parties retain the right to object to any ancillary agreements or objection is not based on arrangements regarding Cash Collateral use or the Second-Lien Creditors’ status as secured creditorsDIP Financing that are materially prejudicial to their interests.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Note Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as ); provided that the aggregate principal amount of the Post-Petition Financing shall (excluding, for the avoidance of doubt, any obligations with respect to any Cash Management Agreement or Hedge Agreement) plus the aggregate principal amount of Loans and stated amount of Letters of Credit under the First-Lien Credit Agreement does not exceed $10,000,000 or, if greater, the difference between (x) First-Lien Cap Amount and (y) the Outstanding Amountplus $25,000,000. To In addition, to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors Collateral Agent on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (x) the Liens securing such the Post-Petition Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First-Lien Collateral Agent or the First-Lien Creditors and (z) any “carve-out” for professional and United States Trustee fees agreed to by the First-Lien Collateral Agent and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the The Second-Lien Collateral Agent Agent, on behalf of itself and the Second-Lien Creditors agrees that notice received three (3) calendar days prior to the entry of an order approving such usage of cash collateral or approving such Post-Petition Financing shall be adequate notice. No Second-Lien Creditor may oppose provide Post-Petition Financing to the Borrower or object any other Grantor to such use of Cash Collateral the extent one or more First-Lien Creditors offer to provide Post-Petition Financing on or before the same bases as an unsecured creditordate of the hearing to approve a Post-Petition Financing; provided that if no First-Lien Creditor offers to provide Post-Petition Financing on or before the date of the hearing to approve a Post-Petition Financing, so long as such opposition or objection is not based on the then a Second-Lien Creditors’ status as Creditor may seek to provide such Post-Petition Financing secured creditorsby Liens junior in priority to the Liens securing any First-Lien Obligations, and First-Lien Creditors may object thereto.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “"Post-Petition Financing”"), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Note Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors Collateral Agent on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (x) the Liens securing such the Post-Petition Financing (and all Obligations relating thereto), (y) any adequate protection Liens provided to the First-Lien Collateral Agent or the First-Lien Creditors and (z) any "carve-out" for professional and United States Trustee fees agreed to by the First-Lien Collateral Agent and the Liens securing the Second-Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-First Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the The Second-Lien Collateral Agent Agent, on behalf of itself and the Second-Lien Creditors may oppose agrees that notice received three (3) calendar days prior to the entry of an order approving such usage of cash collateral or object to approving such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsshall be adequate notice.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) all or a portion of the Bankruptcy Code) on which the First-Lien Collateral Agent has a Lien as cash collateral or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, entity under Section 362, 363 or Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, which financing may include a Refinancing of the First Lien Obligations (provided that (i) such financing or Refinancing shall be secured by all or any portion of the Collateral (including assets that but for the application of Section 552 of the Bankruptcy Code would be Collateral) and (ii) any such financing, whether or not pursuant to Section 363 or Section 364 of the Bankruptcy Code or any similar Debtor Relief Law, shall not be secured by any assets of any Grantor other Bankruptcy Law than the Collateral) (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Collateral Agent, Agent (on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), Claimholders) agrees that (a) it will not oppose or in respect of the Collateral (i) raise any objection to to, or otherwise contest (or join with or support any third party opposing, objecting to or contesting)interfere with, such use of Cash Collateral cash collateral or Post-Petition DIP Financing, (ii) support any other Person objecting to, such sale, use, or lease of cash collateral or DIP Financing and will not or (iii) request any form of adequate protection or any other relief in connection therewith with respect to the Collateral (except as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent expressly permitted by Section 6.3 hereof6.03) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens in respect of the Collateral securing the First-First Lien Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Second Lien Collateral Agent will subordinate its Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (A) the Liens securing such Post-Petition DIP Financing (and all Obligations obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect (B) any adequate protection provided to the First Lien Claimholders and (C) any “carve-out” for professional and United States Trustee fees, claims of reclamation creditors or holders of claims under Section 503(b) of the Bankruptcy Code agreed to by the First Lien Collateral relative Agent; and (b) notice received two (2) calendar days prior to the Liens securing entry of an order approving such usage of cash collateral or approving such DIP Financing shall be adequate notice; provided that the First-Lien Obligations as if such Post-Petition Financing had foregoing shall not occurred. Notwithstanding prohibit the foregoing, the Second-Second Lien Collateral Agent or the Second Lien Claimholders from objecting solely to any provisions in any DIP Financing relating to, describing or requiring any provision or content of a plan of reorganization other than provisions solely requiring that the DIP Financing be paid in full in cash. The Second Lien Collateral Agent (on behalf of itself and the SecondSecond Lien Claimholders) agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral (and any post-petition assets subject to adequate protection liens in favor of the First Lien Creditors may oppose Collateral Agent) free and clear of its Liens or object other claims under Section 363 of the Bankruptcy Code if the Requisite Claimholders under the Credit Agreement have consented to such use sale or disposition of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, such assets so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof, subject to the terms of this Agreement. If requested by the First Lien Collateral Agent in connection therewith, the Second Lien Collateral Agent shall affirmatively consent to such opposition a sale or objection is not based on the Second-Lien Creditors’ status as secured creditorsdisposition.
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Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
Finance and Sale Issues. (a) If Until the Discharge of First Lien Obligations has occurred, if the Borrower or any other Grantor Loan Party shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower or any other Grantor Loan Party to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Secured Parties or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Secured Parties, agrees that it will not oppose raise no objection to, or raise any objection otherwise contest or interfere with, such Cash Collateral use or DIP Financing other than as set forth below. To the extent the Liens securing the First Lien Obligations are subordinated to or contest (or join pari passu with or support any third party opposingDIP Financing which meets the requirement above, objecting to or contesting), such use of Cash the Second Lien Collateral or Post-Petition Financing and Agent will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3) so long as and will subordinate its Liens in the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between Collateral to (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations relating thereto), and the (y) any adequate protection Liens securing the Second-Lien Obligations shall have the same priority with respect provided to the First Lien Claimholders and (z) any “carve-out” for professional fees and fees payable under 28 U.S.C. § 1930(a)(7) agreed to by the First Lien Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurredAgent. Notwithstanding the foregoingforegoing provisions of this Section 6.1, the Second-foregoing provisions of this Section 6.1 shall not prevent any Second Lien Secured Party (or the Second Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.their behalf) from:
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of any Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, including any such financing (x) which represents an advance by some or all of the First-Lien Creditors following repayment of amounts of First-Lien Obligations with cash collateral or (y) the proceeds of which are used, in whole or in part, to repay First-Lien Obligations owed to some or all of the First-Lien Creditors, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent otherwise permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding Without the foregoingconsent of the First-Lien Collateral Agent, no Second-Lien Creditor shall propose, support or enter into any Post-Petition Financing, if the effect of such Post-Petition Financing would be that the Second-Lien Collateral Agent and Obligations would no longer be subordinated to the First-Lien Obligations in the manner set forth in this Agreement, or the Second-Lien Creditors may oppose or object would recover any payments they are not otherwise entitled to such use under this Agreement, including by way of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsadequate protection.
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Finance and Sale Issues. (a) If Until the Discharge of the First-Lien Obligations has occurred, if the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or agrees, along with the Required First-Lien Creditors, to permit the Borrower or any other Grantor to obtain post-petition financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, and each other Second-Lien Creditor Claimholder (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as expressly agreed in writing by the First-Lien Collateral Agent or Agent) and, to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Lien Creditors Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding ; provided that the foregoing, First-Lien Agent and the First-Lien Creditors acknowledge and agree that the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object Claimholders shall retain the right to such use of Cash Collateral or raise any objection to the Post-Petition Financing on that could be raised by any unsecured creditor of the same bases as an unsecured creditorBorrower, so long as such opposition or objection is objections are not based on the Second-Lien CreditorsClaimholders’ status as secured creditors.
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Finance and Sale Issues. (a) If Until the Discharge of First Lien Obligations has occurred, if the Company, any Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Administrative Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-First Lien Collateral Administrative Agent or any other creditor has a Lien or to permit the any Borrower or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it will not oppose or raise any no objection to such Cash Collateral use or contest (or join with or support any third party opposing, objecting DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or contesting)pari passu with such DIP Financing, the Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such use of Cash Collateral or Post-Petition DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the First-First Lien Collateral Administrative Agent or to the extent permitted by Section 6.3 hereof6.3); provided that the foregoing shall not prevent the Second Lien Claimholders from (i) so long as objecting to DIP financing that is not on commercially reasonable terms or that does not contain a purchase option in respect of the Second Lien Claimholders on substantially the terms set forth in this Agreement, (ii) objecting to any DIP Financing relating to any provision or content of a plan of reorganization, or (iii) proposing any other DIP Financing to the Borrowers in any Insolvency or Liquidation Proceeding that is approved by the First Lien Administrative Agent; provided further the aggregate principal amount of the Post-Petition Financing shall DIP Financing, plus the aggregate face amount of any letters of credit issued but not reimbursed under DIP Financing, plus any principal amount of the loans and advances outstanding under the First Lien Credit Agreement, (other than any interest and other costs and expenses which the First Lien Lenders capitalize after acceleration) plus the aggregate face amount of any letters of credit issued but not reimbursed under the First Lien Credit Agreement do not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-The Second Lien Collateral Agent on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the SecondBankruptcy Code if the requisite First Lien Claimholders have consented to such sale or disposition of such assets. Nothing contained herein shall be construed to restrict the First Lien Administrative Agent from proceeding with a debtor-in-possession financing not described above (or to restrict the Second Lien Creditors may oppose or Collateral Agent’s right to object to such use of Cash Collateral or Postother debtor-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Secondin-Lien Creditors’ status as secured creditorspossession financing).
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Finance and Sale Issues. (a) If Until the Borrower or Discharge of First Lien Obligations has occurred, if any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First-Directing First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) on which the First-First Lien Collateral Agent Agents or any other creditor has a Lien or to permit the Borrower or any other Grantor Obligor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third partyPerson, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy similar Debtor Relief Law (each, a “Post-Petition DIP Financing”), then the Second-then, each Second Lien Collateral Agent, on behalf of itself and the Second-its Related Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it and its Related Second Lien Claimholders will not raise no objection to, or oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or PostDIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing (including such proposed orders), and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and any customary “carve-Petition Financing out” agreed to on behalf of the First Lien Claimholders by the Directing First Lien Collateral Agent) and to all adequate protection Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Directing First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as 6.3); provided that the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Second Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), Agents and the Liens securing Second Lien Claimholders retain the Second-Lien Obligations shall have the same priority with respect right to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such any ancillary agreements or arrangements regarding the use of Cash Collateral or Post-Petition the DIP Financing on that require a specific treatment of a claim in respect of the same bases as an unsecured creditor, so long as such opposition Second Lien Obligations for purposes of a plan of reorganization or objection is not based on the Second-Lien Creditors’ status as secured creditorssimilar dispositive restructuring plan.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of the First Lien Obligations has occurred, if the Company, the Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-First Lien Collateral Agent or any other creditor of the Company, the Parent or any other Grantor has a Lien or agrees to permit the Borrower Company, the Parent or any other Grantor to obtain post-petition financing (including on a priming basis), whether from the First-First Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then then, so long as the Secondmaximum principal amount of Indebtedness that may be outstanding from time to time in connection with such Post-Petition Financing shall not exceed an aggregate amount equal to $25 million in excess of the Maximum First Lien Principal Indebtedness, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, and each other Second-Second Lien Creditor Claimholder (by its acceptance of the benefits of the Second-Second Lien Notes Documents), agrees that it will not oppose oppose, seek to enjoin or raise any objection to to, contest or contest otherwise interfere with (or join with or support any third party opposing, objecting to or contesting), and, as necessary, will consent to, such use of Cash Collateral or Post-Petition Financing (or to the priming of, or to the granting of the Liens pari passu with, the Liens securing the Second Lien Obligations; provided that the Liens granted in connection with such post-petition financing also prime, or are pari passu with, the Liens securing the First Lien Obligations) and will not request adequate protection or any other relief in connection therewith that is inconsistent with Section 6.3 (except as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent expressly permitted by Section 6.3 hereof6.4) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-First Lien Obligations are subordinated to or pari passu with such Post-Petition FinancingFinancing incurred in compliance with this Section 6.1, the Liens of the Second-Second Lien Creditors Claimholders on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Second Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-First Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Collateral Agent or any other creditor of the Borrower or any other Grantor has a Lien or to permit the Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “"Post-Petition Financing”"), then (x) the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Note Documents), agrees and (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entityPerson, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations and the Third-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding Neither the foregoingThird-Lien Collateral Agent nor any Third-Lien Creditor shall object to any Post-Petition Financing for any reason, or on any basis, whatsoever. Neither the Second-Lien Collateral Agent nor any Second-Lien Creditor shall object to any Post-Petition Financing for any reason, or on any basis, whatsoever, so long as the aggregate principal amount of financing to be provided pursuant thereto, when added (without duplication of amounts) to any principal amount (for this purpose, including the maximum undrawn amounts of any then outstanding Letters of Credit) which would at the same time be outstanding pursuant to any First-Lien Credit Agreement then in effect (thereby permitting, without limitation, a "roll-up" of any prepetition First-Lien Obligations into a Post-Petition Financing), would not exceed the Maximum First-Lien Credit Documents Principal Amount at such time. Furthermore, and notwithstanding anything to the contrary contained above in this Section 6.1, the Second-Lien Collateral Agent and the Second-Lien Creditors (but not the Third-Lien Collateral Agent and not the Third-Lien Creditors) may oppose or object to such use of Cash Collateral or any Post-Petition Financing which is in excess of the amount described in the immediately preceding sentence, but solely on grounds which general unsecured creditors in the Insolvency or Liquidation Proceeding would have standing to raise (without regard to whether there actually are general unsecured creditors in the Insolvency or Liquidation Proceeding, or whether any such creditors actually oppose the respective Post-Petition Financing) and for the avoidance of doubt, not on the same bases as an unsecured creditor, so long as such opposition basis of lack of adequate protection or objection is not based on the Second-Lien Creditors’ status as other grounds applicable solely to a secured creditorsparty.
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Finance and Sale Issues. (a) If Until the Discharge of First Lien Obligations has occurred, if Borrower or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First-any First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) Representative shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-such First Lien Collateral Agent Representative or any other creditor has a Lien or to permit the consent (or not object) to Borrower or any other Grantor to obtain financing (including on a priming basis)Obligor obtaining financing, whether from the First-First Lien Creditors Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-each Second Lien Collateral AgentRepresentative, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Claimholders under its Second Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Facility, agrees that it will consent to such Cash Collateral use or such DIP Financing and will not oppose or be entitled to raise any objection to or contest (or join with and will not raise or support any third party Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection, and shall not otherwise in any manner be entitled to oppose or support any Person in opposing, objecting such Cash Collateral use or such DIP Financing and to the extent the Liens securing the First Lien Obligations are subordinated to or contesting)pari passu with such DIP Financing, each Second Lien Representative will subordinate (and will be deemed to have subordinated) its Liens in the Collateral to (x) the Liens securing such use of Cash Collateral or PostDIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Lien Obligations are so subordinated to the Lien securing the First Lien Obligations under this Agreement, (y) any adequate protection Liens provided to the First Lien Claimholders and (z) to any “carve-Petition Financing out” for professional and United States Trustee fees agreed to by the First Lien Claimholders and will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the First-First Lien Collateral Agent Representatives or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition 6.3). No Second Lien Claimholder may provide DIP Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the to a Borrower or other Obligor secured by Liens securing the First-Lien Obligations are subordinated to equal or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, senior in priority to the Liens securing such Post-Petition Financing (any First Lien Obligations. Each Second Lien Representative, on its behalf and all Obligations relating thereto)on behalf of the Second Lien Claimholders under its Second Lien Facility, agrees that it will raise no objection or oppose a motion to sell or otherwise dispose of any Collateral free and clear of its Liens or other claims under Section 363 of the Liens securing Bankruptcy Code if the Second-requisite First Lien Obligations shall Claimholders have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object consented to such use sale or disposition of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsassets.
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Finance and Sale Issues. (a) If Until the Borrower or Discharge of First Lien Obligations has occurred, if any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First-Directing First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy CodeCode or any similar Debtor Relief Law) on which the First-First Lien Collateral Agent Agents or any other creditor has a Lien or to permit the Borrower or any other Grantor Obligor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third partyPerson, under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy similar Debtor Relief Law (each, a “Post-Petition DIP Financing”), then the Second-each Second Lien Collateral Agent, on behalf of itself and the Second-its Related Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it and its Related Second Lien Claimholders will not raise no objection to, or oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral use or PostDIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the Directing First Lien Collateral Agent) and it and its Related Second Lien Claimholders will be deemed to have consented to such Cash Collateral use or DIP Financing (including such proposed orders), and to the extent the Liens securing the First Lien Obligations are subordinated to or pari passu with such DIP Financing, each Second Lien Collateral Agent will be deemed to have subordinated its Liens in the Collateral to the Liens securing such DIP Financing (and all obligations relating thereto and any customary “carve-Petition Financing outs” agreed to on behalf of the First Lien Claimholders by the Directing First Lien Collateral Agent) and to all Liens granted to the First Lien Claimholders on the same basis as the Liens securing the Second Lien Obligations are subordinated to the Liens securing the First Lien Obligations under this Agreement and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Directing First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3); provided that (x) so long as the aggregate principal amount of Indebtedness for borrowed money under the Post-Petition DIP Financing shall plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the First Lien Financing Documents (which, for the avoidance of doubt, excludes any First Lien Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) nothing herein shall prevent the Outstanding Amount. To the extent the Second Lien Claimholders from proposing a DIP Financing secured by Liens securing the First-Lien Obligations that are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative junior to the Liens securing the First-First Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsObligations.
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Finance and Sale Issues. (a) If the Borrower Parent or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the FirstSecond-Lien Collateral Agent (acting at the direction of the Required FirstSecond-Lien Creditors) shall desire to permit the use of Cash Collateral with respect to any ATA Collateral (as defined in Section 363(a) of the Bankruptcy Codeor proceeds thereof) on which the FirstSecond-Lien Collateral Agent or any other creditor of Parent or any other Grantor has a Lien or to permit the Borrower Parent or any other Grantor to obtain financing Post-Petition Financing (including on a priming basis)) that is secured by the ATA Collateral, whether from the FirstSecond-Lien Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”)Law, then the SecondFirst-Lien Collateral Agent, on behalf of itself and the SecondFirst-Lien Creditors, and each other SecondFirst-Lien Creditor (by its acceptance of the benefits of the SecondFirst-Lien Notes Documents), agrees that it will not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the FirstSecond-Lien Collateral Agent or to the extent permitted by Section 6.3 8.11 hereof) so long as (i) such Cash Collateral use or such Post-Petition Financing is on commercially reasonable terms, (ii) the First-Lien Collateral Agent and the First-Lien Creditors retain the right to object to any ancillary agreements or arrangements regarding such Cash Collateral use or such Post-Petition Financing that are materially prejudicial to their interests, (iii) (a) such Post-Petition Financing does not compel such Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such Post-Petition Financing documentation or a related document other than payment in full in cash of such Post-Petition Financing or (b) such Post-Petition Financing documentation or Cash Collateral order does not expressly require the liquidation of the ATA Collateral as an exercise of remedies prior to a default under such Post-Petition Financing documentation or Cash Collateral order, (iv) the indebtedness under such Post-Petition Financing (other than such Indebtedness constituting Second-Lien Obligations) is not secured by any Lien on any ATA Collateral on a basis that is senior to the Liens securing the First-Lien Obligations unless such Liens are senior or pari passu to the Liens securing the Second-Lien Obligations, and (v) the aggregate principal amount of such Post-Petition Financing, when added to the sum of (I) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the Second-Lien Documents (except if part of such such Post-Petition Financing and/or if representing interest and/or fees that have been capitalized) plus (II) the aggregate face amount of any letters of credit issued but not reimbursed under the Second-Lien Documents, does not exceed the sum of (1) the aggregate principal amount of the PostSecond-Petition Financing shall not exceed Lien Obligations due immediately prior to the commencement of the respective Insolvency or Liquidation Proceeding, plus (2) $10,000,000 or, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount5,000,000. To the extent the Liens on the ATA Collateral securing the FirstSecond-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the SecondFirst-Lien Creditors on the ATA Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the SecondFirst-Lien Obligations shall have the same priority with respect to the ATA Collateral relative to the Liens securing the FirstSecond-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
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Samples: Intercreditor Agreement (Global Aviation Holdings Inc.)
Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) cash collateral on which the First-First Lien Collateral Agent has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis), whether from the First-one or more First Lien Creditors Secured Parties, or any other third party, Person) under Section 362, 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Secured Parties, agrees that (a) it will not oppose or raise any no objection to or contest (or nor join with or support any third party opposing, objecting to or contesting), consenting to) such use of Cash Collateral cash collateral or Post-Petition Financing DIP Financing, and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or, if greater, the difference between (x) Cap Amount and (yb) the Outstanding Amount. To to the extent the Liens securing the First-First Lien Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Second Lien Collateral Agent will subordinate its Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to (x) the Liens securing such Post-Petition DIP Financing (and all Obligations obligations relating thereto), (y) any adequate protection provided to the First Lien Collateral Agent or the First Lien Secured Parties or (z) any “carve-out” agreed to by the First Lien Collateral Agent or the First Lien Secured Parties. The Second Lien Collateral Agent on behalf of the Second Lien Secured Parties, agrees that it will raise no objection to or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the First Lien Secured Parties have consented to such sale or disposition of such assets and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Second Lien Collateral Agent and each other Second Lien Secured Party will be deemed to have consented under Section 363 of the Second-Bankruptcy Code (and otherwise) to any sale supported by the First Lien Creditors may oppose or object Secured Parties and will be deemed to have released their Liens in such use assets upon the consummation of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorssale.
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Finance and Sale Issues. (a) If the Borrower or any other Grantor Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) a Creditor shall desire to permit the use by such Obligor of Cash Collateral cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) on which the First-Lien constituting such Creditor’s Senior Collateral Agent has a Lien or to permit the Borrower or any other Grantor such Obligor to obtain financing (including on a priming basisbasis with respect to such Creditor’s Senior Collateral), whether from the First-Lien Creditors such Creditor or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law applicable law (each, a “Post-Petition Financing”), then the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), agrees that it will shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), ) such use of Cash Collateral or Post-Petition Financing and will shall not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Collateral Agent or to the extent specifically permitted by under Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 or6(e)); provided, if greaterhowever, the difference between (x) Cap Amount and (y) the Outstanding Amount. To the extent the Liens securing the First-Lien Obligations are subordinated to or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding that notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose each Creditor shall be entitled to oppose, raise objection to, or object to contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. Each Creditor agrees that it shall raise no objection to, and shall not oppose or contest (or join with or support any third party opposing, objecting to or contesting), (i) a sale, revesting or other disposition of the same bases as an unsecured creditor, so long as such opposition or objection is not based on other Creditor’s Senior Collateral free and clear of the Second-Lien other Creditors’ status as secured creditorsliens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the other Creditor has consented to such sale or disposition of such assets, or (ii) any lawful exercise by the other Creditor of the right to credit bid such other Creditor’s Claims at any sale in foreclosure of such other Creditor’s Senior Collateral; provided, however, that notwithstanding the foregoing and for the avoidance of doubt, any Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition (including any credit bid) of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims.
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Finance and Sale Issues. (a) If Until the Borrower Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-First Lien Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) cash collateral on which the First-First Lien Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-First Lien Creditors Claimholders or any other third party, entity under Section 362, 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any other similar Bankruptcy Law (each, a “Post-Petition Financing”"DIP FINANCING"), then the Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Claimholders, agrees that it will not oppose or raise any no objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash Collateral cash collateral or Post-Petition DIP Financing and will not request adequate protection or any other relief in connection therewith (except except, as expressly agreed in writing by the First-First Lien Collateral Agent or to the extent permitted by Section 6.3 hereof6.3) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-First Lien Obligations are subordinated to or pari passu with such Post-Petition DIP Financing, the Second Lien Collateral Agent will subordinate its Liens of the Second-Lien Creditors on in the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition DIP Financing (and all Obligations relating thereto). The Second Lien Claimholders Agent on behalf of the Second Lien Claimholders, agrees that it will raise no objection or oppose a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Liens securing Bankruptcy Code if the Second-First Lien Obligations shall Claimholders have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object consented to such use sale or disposition of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsassets.
Appears in 1 contract
Samples: Intercreditor Agreement (American Reprographics CO)
Finance and Sale Issues. (a) If the Parent Borrower or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien Senior Collateral Agent (acting at the direction of the Required First-Lien Senior Creditors) shall desire to permit the use of Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) on which the First-Lien Senior Collateral Agent or any other creditor of the Parent Borrower or any other Grantor has a Lien or to permit the Parent Borrower or any other Grantor to obtain financing (including on a priming basis), whether from the First-Lien Senior Creditors or any other third party, party under Section 362, 363 or 364 of the Bankruptcy Code or any other Bankruptcy Law (each, a “Post-Petition Financing”), then the Second-First Lien Last Out Collateral Agent, on behalf of itself and the Second-First Lien Last Out Creditors, and each other Second-First Lien Last Out Creditor (by its acceptance of the benefits of the Second-First Lien Notes Last Out Note Documents), agrees that it will not oppose or raise any objection to or contest (contest, or join with or support any third party opposing, objecting to or contestingcontesting (and each First Lien Last Out Creditor hereby shall be deemed to have consented to), such use of Cash Collateral or Post-Petition Financing and will not request adequate protection or any other relief in connection therewith (except as expressly agreed in writing by the First-Lien Senior Collateral Agent or to the extent permitted by Section 6.3 hereof) so long as the aggregate principal amount of the Post-Petition Financing shall not exceed $10,000,000 orand, if greater, the difference between (x) Cap Amount and (y) the Outstanding Amount. To to the extent the Liens securing the First-Lien Senior Obligations are subordinated to or pari passu with such Post-Petition Financing, the its Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person or entity, to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-First Lien Last Out Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Senior Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditors.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (RSC Equipment Rental, Inc.)
Finance and Sale Issues. (a) If Until the Borrower Discharge of First Priority Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and the First-Lien First Priority Collateral Agent (acting at the direction of the Required First-Lien Creditors) shall desire to permit the use of “Cash Collateral Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) ), on which the First-Lien First Priority Collateral Agent or any other creditor has a Lien or to permit the Borrower Company or any other Grantor to obtain financing (including on a priming basis)financing, whether from the First-Lien Creditors First Priority Claimholders or any other third party, Person under Section 362, 363 or 364 of the Bankruptcy Code or any other similar Bankruptcy Law (each, a “Post-Petition DIP Financing”), then the Second-Lien Second Priority Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents)Second Priority Claimholders, agrees that it will not oppose or raise any no objection to or contest (or join with or support any third party opposing, in objecting to or contesting), and each Second Priority Claimholder shall be deemed to have consented to, such use of Cash Collateral use or Post-Petition DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to the First Priority Collateral Agent) and to the extent the Liens securing the First Priority Obligations are subordinated to or pari passu with such DIP Financing, the Second Priority Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and will not request adequate protection or any other relief in connection therewith (except DM3\8975843.1 as expressly agreed in writing by the First-Lien First Priority Collateral Agent or to the extent permitted by Section 6.3 hereof6.3); provided that (i) so long as the aggregate principal amount of the Post-Petition DIP Financing shall not exceed $10,000,000 or, if greater, plus the difference between aggregate outstanding principal amount of First Priority Obligations constituting Indebtedness for borrowed money plus (x) the aggregate face amount of any letters of credit issued and not reimbursed and (y) any protective advances in an aggregate amount not to exceed $4,000,000, in each case, under the First Priority Credit Agreement does not exceed the sum of (A) the First Priority Cap Amount and (yB) $15,000,000 and (ii) the Outstanding AmountSecond Priority Collateral Agent and the Second Priority Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. To The Second Priority Collateral Agent, on behalf of itself and each other Second Priority Claimholder, agrees that it will not provide or seek (or support any other Person that is not a First Priority Claimholder seeking) to provide DIP Financing to the extent the Liens securing the First-Lien Obligations are subordinated to Company or pari passu with such Post-Petition Financing, the Liens of the Second-Lien Creditors on the Collateral shall be deemed to be subordinated, without any further action on the part of any person other Grantor secured by Xxxxx equal or entity, senior in priority to the Liens securing such Post-Petition Financing (and all Obligations relating thereto), and the Liens securing the Second-Lien Obligations shall have the same priority with respect to the Collateral relative to the Liens securing the First-Lien Obligations as if such Post-Petition Financing had not occurred. Notwithstanding the foregoing, the Second-Lien Collateral Agent and the Second-Lien Creditors may oppose or object to such use of Cash Collateral or Post-Petition Financing on the same bases as an unsecured creditor, so long as such opposition or objection is not based on the Second-Lien Creditors’ status as secured creditorsany First Priority Obligations.
Appears in 1 contract
