Common use of Cases; Orders Clause in Contracts

Cases; Orders. (a) The Cases were commenced on the Petition Date in accordance with applicable laws and notice thereof was given for (i) the motion seeking approval of the Credit Documents and the Interim Order and, when applicable, Final Order, (ii) the hearing for the entry of the Interim Order, and (iii) the hearing for the entry of the Final Order (provided that notice of the final hearing will be given as soon as reasonably practicable after such hearing has been scheduled). (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, (i) the Obligations will constitute allowed superpriority administrative expense claims in the Cases having priority over any and all other administrative expenses and claims of any kind or nature whatsoever, specified in or ordered pursuant to Section 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503, 506, 507(a), 507(b), 546, 552, 726, 1113 or 1114 or any other provisions of the Bankruptcy Code or otherwise, as provided under Section 364(c)(1) of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including, subject to the Final Order, Avoidance Action Proceeds, subject only to the Carve-Out (the “Superpriority Claims”) and (ii) in respect of any property owned by any Debtor other than Excluded Assets, to the maximum extent permitted by law, the Obligations will be secured by a valid, binding, continuing, enforceable, fully-perfected Lien on all of the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d), subject only to the Carve-Out and Liens of the type described in Sections 6.2(e), (f) and (j). (c) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Administrative Agent’s consent, modified or amended. The Credit Parties are in compliance in all respects with the Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order). (d) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the Termination Date (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or under applicable laws. (e) To the best of the Credit Parties’ knowledge, the stipulations of the Credit Parties in each of the Orders are true, accurate and correct in all respects. (f) Subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, the Obligations shall not be subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit Parties may have against the Lenders arising on or before the Petition Date.

Cases; Orders. (a) The Cases were commenced on the Petition Date in accordance with applicable laws the Requirements of Law and proper notice thereof was given for (i) the motion seeking approval of the Credit Documents and Loan Documents, the Interim Order and, when applicable, and Final Order, (ii) the hearing for the entry of the Interim Order, Order and (iii) the hearing for the entry of the Final Order. The Loan Parties that are Debtors shall give, on a timely basis as specified in the Interim Order (provided that notice of or the final hearing will Final Order, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as soon as reasonably practicable after such hearing has been scheduled)applicable. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final OrderOrders, (i) as applicable, the Obligations will constitute allowed superpriority administrative expense claims Superpriority Claims in the Cases having priority over any all administrative expense claims and all other administrative expenses and unsecured claims against the Debtors now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in or ordered pursuant to Section sections 105, 326, 327, 328, 330, 331, 361503(b), 362, 363, 364, 365, 503, 506506(c), 507(a), 507(b), 546, 552546(c), 726, 1113 or 1114 or any other provisions provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(1section 364(c)(l) of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including, subject to the Final Order, Avoidance Action Proceeds, subject only to the Carve-Out (the “Superpriority Claims”i) and (ii) in respect of any property owned by any Debtor other than Excluded Assets, to the maximum extent permitted by law, the Obligations will be secured by a valid, binding, continuing, enforceable, fully-perfected Lien on all of the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d), subject only to the Carve-Out and Liens of (ii) the type described priorities set forth in Sections 6.2(e)the Interim Order or Final Order, (f) and (j)as applicable. (c) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Administrative Agent’s Required Lenders’ consent, modified or amended. The Credit Loan Parties are in compliance in all material respects with the Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order)Orders. (d) Notwithstanding the provisions of Section section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the Termination Date (whether by acceleration or otherwise) of any of the Obligations), the Administrative Agent and the Lenders shall be entitled to immediate payment of such Obligations Payment in Full and to enforce the remedies provided for hereunder or under applicable laws. (e) To the best of the Credit Parties’ knowledge, without further notice, motion or application to, hearing before, or order from, the stipulations of the Credit Parties in each of the Orders are true, accurate and correct in all respectsCourt. (f) Subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, the Obligations shall not be subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit Parties may have against the Lenders arising on or before the Petition Date.

Cases; Orders. (a) The Cases were commenced on the Petition Date in accordance with applicable laws Laws and proper notice thereof was given for (i) the motion seeking approval of the Credit Documents and the Interim Order and, when applicable, Final Order, (ii) the hearing for the entry of the Interim Order, and (iii) the hearing for the entry of the Final Order (provided that notice of the final hearing will be given as soon as reasonably practicable after such hearing has been scheduled). (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, (i) the Obligations will constitute allowed superpriority administrative expense claims in the Cases having priority over any all administrative expense claims and all other administrative expenses and unsecured claims against the Debtors now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in or ordered pursuant to Section Sections 105, 326, 327, 328, 330, 331, 361503(b), 362, 363, 364, 365, 503, 506506(c), 507(a), 507(b), 546, 552546(c), 726, 1113 or 1114 or any other provisions provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(1364(c)(l) of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including, subject to the Final Order, Avoidance Action Proceeds, subject only to (i) the Carve-Out (the “Superpriority Claims”) and (ii) the priorities set forth in respect the Interim Order or Final Order, as applicable. (c) After the entry of any property owned by any Debtor other than Excluded Assets, the Interim Order and pursuant to and to the maximum extent permitted by lawprovided in the Interim Order and the Final Order, the Obligations will be secured by a valid, binding, continuing, enforceable, fully-valid and perfected Lien on all of the Collateral pursuant subject, as to Sections 364(c)(2)priority, (c)(3) and (d), subject only to the Carve-Out and Liens of extent set forth in the type described in Sections 6.2(e), (f) and (j)Interim Order or the Final Order. (cd) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Administrative Agent’s and Requisite Lenders’ reasonable consent, modified or amended. The Credit Parties are in compliance in all material respects with the Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order). (de) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the Termination Date (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent, the Collateral Agent and Lenders shall be entitled to immediate payment of such Obligations and and, subject to Section 8.1, to enforce the remedies provided for hereunder or under applicable laws. (e) To the best of the Credit Parties’ knowledgeLaws, without further notice, motion or application to, hearing before, or order from, the stipulations of the Credit Parties in each of the Orders are true, accurate and correct in all respectsBankruptcy Court. (f) Subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, the Obligations shall not be subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit Parties may have against the Lenders arising on or before the Petition Date.

Cases; Orders. (a) The Cases were commenced on the Petition Date Date, duly authorized in accordance with applicable laws laws, and proper notice thereof was given for has been or will be given, as will proper notice of (i) the motion seeking approval of the Credit Documents Loan Documents, the Interim Order, and the Interim Order and, when applicable, Final Order, and (ii) the hearing for the entry of the Interim Final Order, and (iii) . Proper notices of the hearing motions for the entry of the Final Interim Order (provided that notice of and the final hearing will be given as soon as reasonably practicable after such hearing has hearings thereon have been scheduled)given. (b) After he Obligors are in compliance in all material respects with the terms and conditions of the DIP Orders. Each of the Interim Order (with respect to the period before entry of the Final Order) and the Final Order (from and after the date on which the Final Order is entered) is in full force and effect and has not been vacated or reversed, is not subject to a stay and has not been modified or amended other than as acceptable to the Required Lenders and the Administrative Agent. (c) From and after the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Secured Obligations (i) the Obligations will constitute allowed superpriority administrative expense claims in the Cases having priority over any joint and all other administrative expenses and claims of any kind or nature whatsoever, specified in or ordered pursuant to Section 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503, 506, 507(a), 507(b), 546, 552, 726, 1113 or 1114 or any other provisions of the Bankruptcy Code or otherwise, as provided under Section 364(c)(1) of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including, subject to the Final Order, Avoidance Action Proceeds, subject only to the Carve-Out (the “several DIP Superpriority Claims”) Claims and (ii) in respect of any property owned by any Debtor other than Excluded Assets, to the maximum extent permitted by law, the Obligations will be secured by a valid, binding, continuing, enforceable, fully-fully perfected Lien on all of the Collateral pursuant to Sections 364(c)(2), (c)(3) and (d)) of the Bankruptcy Code as provided for in the DIP Orders, subject only to the Carve-Out and Liens of the type described in Sections 6.2(e), (f) and (j)Out. (cd) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of (and, when applicable, the Final Order) or the Final Order (with respect is effective to the period on and after entry create in favor of the Final Order)Administrative Agent, for the benefit of the Secured Parties, the DIP Superpriority Claims and Liens, as the case may beapplicable, is described in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, orSection 3, without the Administrative Agent’s consent, modified or amended. The Credit Parties are in compliance in all respects with the Interim Order (with respect to the period on and after entry necessity of the Interim Order and prior to entry execution (or recordation or filing) of the Final Order) mortgages, security agreements, pledge agreements, financing statements or the Final Order (with respect to the period on and after entry of the Final Order).other agreements or documents (de) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, Code and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the DIP Termination Date (whether by acceleration or otherwise) of any of the Obligations), the Administrative Agent and Lenders shall be entitled to immediate payment of such the Secured Obligations in cash and to enforce the remedies provided for hereunder or under applicable laws. (e) To law, without further notice, motion or application to, hearing before, or order by the best Bankruptcy Court, except as otherwise provided for in the DIP Orders. Notwithstanding the foregoing, if the DIP Termination Date occurs as a result of the Credit Parties’ knowledgeoccurrence of the Plan Effective Date, the stipulations Administrative Agent shall, in its sole discretion, have the option (the “Exit Option”) on such Plan Effective Date to exchange all or any part of the Credit Parties outstanding Advances, together with accrued and unpaid interest on the principal amount to be paid and all fees and expenses payable hereunder, for (i) loans comprising exit financing for the reorganized Parent (the “Exit Facility”) and/or (ii) new Capital Stock of the reorganized Parent, in each of the Orders are true, accurate case on terms and correct in all respects. (f) Subject conditions satisfactory to the applicable provisions of the Interim Order or the Final Order, as the case may be, the Obligations shall not be subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit Parties may have against the Lenders arising on or before the Petition DateAdministrative Agent in its sole discretion.

Cases; Orders. (a) The Cases were commenced on the Petition Date in accordance with applicable laws Laws and notice thereof was given for (i) the motion seeking approval of the Credit Loan Documents and the Interim Order and, when applicable, Final Order, (ii) the hearing for the entry of the Interim Order, and (iii) the hearing for the entry of the Final Order (provided that notice of the final hearing will be given as soon as reasonably practicable after such hearing has been scheduled). (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, (i) the Loan Obligations will constitute allowed superpriority administrative expense claims in the Cases having the priority over any of the Liens in respect of the DIP Term Facility as set forth in the Intercreditor Agreement, with respect to all administrative expense claims and all other administrative expenses and unsecured claims against the Debtors now existing or hereafter arising, of any kind or nature whatsoever, including all administrative expense claims of the kind specified in or ordered pursuant to Section Sections 105, 326, 327, 328, 330, 331, 361503(b), 362, 363, 364, 365, 503, 506506(c), 507(a), 507(b), 546, 552546(c), 726, 1113 or 1114 or any other provisions provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(1) of the Bankruptcy Code, and having full recourse against all assets subject only to payment of the DebtorsCarve-Out in accordance with the Orders, includingand any Claims secured by valid, subject enforceable, and non-avoidable Liens that (A) are in existence on the Petition Date and (B) are either perfected as of the Petition Date or perfected subsequent to the Petition Date solely to the extent permitted by section 546(b) of the Bankruptcy Code. (c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, Avoidance Action Proceeds, subject only to the Carve-Out (the “Superpriority Claims”) and (ii) in respect of any property owned by any Debtor other than Excluded Assets, to the maximum extent permitted by law, the Secured Obligations will be secured by a valid, binding, continuing, enforceable, fully-valid and perfected Lien on all of the Collateral pursuant of the Debtors subject, as to Sections 364(c)(2)priority, (c)(3) to the extent set forth in the Intercreditor Agreement and (d), subject only to the Carve-Out and Liens of in accordance with the type described in Sections 6.2(e), (f) and (j)Orders. (cd) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Administrative Agent’s consentconsent of the Required Lenders, modified or amended. The Credit Loan Parties are in compliance in all material respects with the Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order). (de) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the Termination Maturity Date (whether by acceleration or otherwise) of any of the Loan Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Obligations and to enforce the remedies provided for hereunder or under applicable lawsLaws, without further notice, motion or application to, hearing before, or order from, the Bankruptcy Court. (ef) To the best of the Credit Loan Parties’ knowledge, the stipulations of the Credit Loan Parties in each of the Orders are true, accurate and correct in all respectsmaterial respects as of the dates specified therein. (fg) Subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, neither the Loan Obligations nor the Loan Obligations (as defined in the Pre-Petition Term Loan Credit Agreement) shall not be subject to setoff or recoupment or any such rights under Bankruptcy Code section 553 or otherwise with respect to any claim the Credit Loan Parties may have against the Lenders arising on or before the Petition Date.