DIP Obligations. This Interim Order and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior DIP Obligations and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and enforceable against the Debtors, their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, or any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases (collectively, the “Successor Cases”), and their creditors and other parties-in- interest, in each case, in accordance with the terms of this Interim Order and the applicable DIP Loan Documents. All obligations incurred, payments made, and transfers or grants of security and liens set forth in this Interim Order and/or the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no obligation, payment, transfer, or grant of security or lien hereunder and/or under any DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations or DIP Liens) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counter-claim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.
DIP Obligations. For purposes of this Interim Order, the term “DIP Obligations” shall mean all amounts and other obligations and liabilities owing by the respective Debtors under the DIP Credit Agreement and other DIP Loan Documents (including all “Obligations” as defined in the DIP Credit Agreement), including the Refinancing DIP Obligations (as defined below), and shall include the principal of, interest on, and fees, costs, expenses, premiums, and other charges owing in respect of, such amounts (including any reasonable and documented attorneys’, accountants’, financial advisors’, and other fees, costs, and expenses that are chargeable or reimbursable under the DIP Loan Documents, the Secured Swap Agreements and/or this Interim Order), and any obligations in respect of indemnity claims, whether contingent or otherwise. Notwithstanding anything to the contrary herein, the relative rights and priorities of the DIP Secured Parties in respect of the DIP Collateral shall be as provided in this Interim Order (and, with respect to the Refinancing DIP Secured Parties, as provided in this Interim Order as to the portion of the Refinancing to be effectuated with respect to the first $35,000,000 advanced under the New Money Facility, and upon entry of the Final Order, as provided in such Final Order as to the portion of the Refinancing to be effectuated with respect to the remaining $65,000,000 advanced under the New Money Facility) and the other DIP Loan Documents.
DIP Obligations. All obligations of the Debtors under the DIP Facility Documents shall have been paid in full in accordance with the terms of the DIP Facility Documents.
DIP Obligations. The DIP Obligations are (a) legal, valid, binding and enforceable against the Debtors, each in accordance with its terms, (b) not subject to any recoupment, rejection, avoidance, reductions, recharacterization, set-off, subordination (whether equitable, contractual or otherwise), counterclaims, cross-claims, defenses or any other claims, causes of action or challenges of any nature under the Bankruptcy Code, any other applicable law or regulation or otherwise, and (c) shall constitute “allowed claims” within the meaning of section 502 of the Bankruptcy Code. • DIP Superpriority Claims. Pursuant to sections 364(c)(1), 503 and 507 of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed superpriority administrative expense claims against each of the Debtors (the “DIP Superpriority Claims”) with priority over any and all administrative expenses of the Debtors (including administrative expenses constituting Adequate Protection), whether heretofore or hereafter incurred, subject and subordinate only to the Carve-Out. Subject to and effective only upon the entry of the Final Order, the DIP Superpriority Claims may be paid out of the proceeds or property recovered, unencumbered or otherwise the subject of successful claims and causes of action under Chapter 5 of the Bankruptcy Code and similar laws, whether by judgment, settlement or otherwise (collectively, the “Avoidance Actions” and any proceeds thereof and property received thereby, the “Avoidance Action Proceeds”).
DIP Obligations. Upon execution and delivery of the DIP Documents, the DIP Documents shall constitute legal, valid, binding, and non-avoidable obligations of the Debtors party thereto, enforceable in accordance with the terms of this Interim DIP Order, the DIP Credit Agreement, and the other DIP Documents, against the Debtors party thereto and their estates and any successors thereto, including any trustee appointed in the Cases, or in any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Cases, or in any other proceedings superseding or related to any of the foregoing. Except as permitted by this Interim DIP Order, no obligation, payment, transfer, or grant of security hereunder or under the DIP Credit Agreement or the other DIP Documents to the DIP Agent and/or the DIP Lenders shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under applicable law (including, without limitation, under Bankruptcy Code sections 502(d), 544, and 547 to 550, or under any applicable state Uniform Voidable Transactions Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any defense, avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), disallowance, impairment, claim, counterclaim, cross-claim, or challenge, whether under the Bankruptcy Code or any other applicable law or regulation by any person or entity for any reason.
DIP Obligations. At the Closing, the Sellers shall (i) pay (or caused to be paid) an amount in cash sufficient to satisfy and discharge in full all Obligations as defined in and under the DIP Loan Agreement (other than in respect of the Purchaser DIP Claim and as set forth in Section 7.14), and (ii) execute and deliver in favor of the agent and the lenders under the DIP Loan Agreement, a valid and binding termination and release agreement in accordance with Section 4.3.2 of the DIP Order.
DIP Obligations. The DIP Obligations include, without limitation, all loans, advances, letter of credit reimbursement obligations, repurchase obligations, overdraft obligations and any other indebtedness or obligations, contingent or absolute, which may now or from time to time hereafter be owing by the Debtors to any of the DIP Agents, the Lenders or SCTSC under any of the DIP Financing Documents or hereunder, including, without limitation, all principal and accrued interest, reimbursement obligations under letters of credit, costs, and reasonable fees and expenses incurred in connection therewith.
DIP Obligations. 23 (b) Perfection; Collateral Call..............................23 2.18. Superpriority Nature of Obligations; Carveout.....................24 2.19. Reservation with Respect to Existing Obligations and Existing Collateral...............................................24 ARTICLE III. INTENTIONALLY OMITTED Page
DIP Obligations. To the extent that any Debtor Entity's use of any funds advanced pursuant to this Agreement results in diminution of the value of the Existing Collateral, the DIP Obligations are secured by (i) a first priority security interest, senior to the security interest securing the Existing Obligations, in all tangible and intangible assets of the Borrower, including current and future IRU Agreements, but junior to valid, non-avoidable Liens existing on the Petition Date in favor of Persons other than the Lenders which Liens are senior to the Existing Collateral, junior to the Liens set forth in clauses (h) and (i) of the definition of Permitted Liens and excluding (A) certain assets set forth on Schedule 8.13 hereof or approved by the Majority Lenders that may not by contract or law be pledged or assigned, (B) the Excluded IRU Agreements, (C) the Avoidance Actions; and (D) Capital Stock in Subsidiaries organized under the laws of foreign countries (which are covered elsewhere in this Section 2.17(a)), (ii) a first priority security interest senior to the security interest securing the Existing Obligations, in 66% of the Capital Stock of Foreign Borrower; (iii) a first priority security interest, senior to the security interest securing Existing Obligations, in 100% of the Capital Stock of all Domestic DB Subsidiaries; (iv) a first priority security interest, senior to the security interest securing the Existing Obligations, in 66% of Capital Stock of all Foreign DB Subsidiaries that are owned by a Domestic DB Subsidiary; (v) Guaranties by all Domestic DB Subsidiaries (other than Inactive Debtors and PGE Fiber), which Guaranties shall be secured by a first perfected security interest, senior to the security interest securing the Existing Obligations, in all tangible and intangible assets (including intercompany loans) of such Domestic DB Subsidiaries including current and future IRU Agreements, but junior to valid, non-avoidable Liens existing on the Closing Date in favor of Persons other than the Lenders which Liens are senior to the Existing Collateral and which are Permitted Liens, and excluding (A) certain assets set forth on Schedule 8.13 hereof or approved by the Majority Lenders that may not by contract or law be pledged or assigned, (B) the Excluded IRU Agreements, (C) the Avoidance Actions, (D) any assets of PGE Fiber and (E) Capital Stock in Subsidiaries organized under the laws of foreign countries to the extent that such stock would not be pledged by t...
DIP Obligations. The DIP Credit Documents and this Final Order shall constitute and evidence the validity and binding effect of all of the obligations and the rights granted in this Final Order, including all DIP Obligations, which DIP Obligations shall be enforceable against the Debtors, their estates, and any successors thereto, including any trustee or other estate representative appointed in the Chapter 11 Cases, or any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases (collectively, “Successor Cases”). Upon entry of this Final Order, the DIP Obligations will include all loans and any other indebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to any of the DIP Secured Parties under the DIP Credit Documents or this Final Order, including, without limitation, all principal, accrued interest, costs, fees, expenses, and other amounts owed pursuant to the DIP Credit Documents, and shall be joint and several obligations of the Debtors in all respects.
