Common use of Approval of DIP Loan Documents and the Secured Swap Agreements Clause in Contracts

Approval of DIP Loan Documents and the Secured Swap Agreements. The Debtors are expressly and immediately authorized to enter into the DIP Facility, to execute, deliver, and perform under the DIP Loan Documents, the Secured Swap Agreements and this Interim Order, to incur the DIP Obligations (as defined below), inclusive of $87,500,000 of Refinanced Loans upon entry of this Interim Order and the remaining $162,500,000 of Refinanced Loans subject to entry of the Final Order, with each Refinancing DIP Lender’s ratable share based on the ratio of such Refinancing DIP Lender’s share of the New Money Facility, including the DIP LC Sub-Facility), in accordance with, and subject to, the terms of this Interim Order and the DIP Loan Documents, and to execute, deliver, and perform under all other instruments, certificates, agreements, and documents that may be required or necessary for the performance by the applicable Debtors under the DIP Loan Documents the Secured Swap Agreements and the creation and perfection of the DIP Liens described in, and provided for, by this Interim Order and the DIP Loan Documents. The Debtors are hereby authorized and directed to do and perform all acts and pay the principal, interest, fees, expenses, and other amounts described in the DIP Loan Documents the Secured Swap Agreements as such become due pursuant to the DIP Loan Documents the Secured Swap Agreements and this Interim Order, including all closing fees, administrative fees, commitment fees, and reasonable and documented attorneys’, financial advisors’, and accountants’ fees, and disbursements arising under the DIP Loan Documents, the Secured Swap Agreements and this Interim Order, which amounts shall not be subject to further approval of this Court and shall be nonrefundable and not subject to challenge in any respect; provided, that the payment of the fees and expenses of the Lender Professionals (as defined below) shall be subject to the provisions of paragraph 23(b). Upon their execution and delivery, the DIP Loan Documents the Secured Swap Agreements shall represent the legal, valid, and binding obligations of the applicable Debtors enforceable against such Debtors in accordance with their terms. Each officer of a Debtor acting singly is hereby authorized to execute and deliver each of the DIP Loan Documents, such execution and delivery to be conclusive evidence of such officer’s respective authority to act in the name of and on behalf of the Debtors. 253

Approval of DIP Loan Documents and the Secured Swap Agreements. The Debtors are expressly and immediately authorized to enter into the DIP Facility, to execute, deliver, and perform under the DIP Loan Documents, the Secured Swap Agreements and this Interim Order, to incur the DIP Obligations (as defined below), inclusive of $87,500,000 of Refinanced Loans upon entry of this Interim Order and the remaining $162,500,000 of Refinanced Loans subject to entry of the Final Order, with each Refinancing DIP Lender’s ratable share based on the ratio of such Refinancing DIP Lender’s share of the New Money Facility, including the DIP LC Sub-Facility), in accordance with, and subject to, the terms of this Interim Order and the DIP Loan Documents, and to execute, deliver, and perform under all other instruments, certificates, agreements, and documents that may be required or necessary for the performance by the applicable Debtors under the DIP Loan Documents the Secured Swap Agreements and the creation and perfection of the DIP Liens described in, and provided for, by this Interim Order and the DIP Loan Documents. The Debtors are hereby authorized and directed to do and perform all acts and pay the principal, interest, fees, expenses, and other amounts described in the DIP Loan Documents the Secured Swap Agreements as such become due pursuant to the DIP Loan Documents the Secured Swap Agreements and this Interim Order, including all closing fees, administrative fees, commitment fees, and reasonable and documented attorneys’, financial advisors’, and accountants’ fees, and disbursements arising under the DIP Loan Documents, the Secured Swap Agreements and this Interim Order, which amounts shall not be subject to further approval of this Court and shall be nonrefundable and not subject to challenge in any respect; provided, that the payment of the fees and expenses of the Lender Professionals (as defined below) shall be subject to the provisions of paragraph 23(b). Upon their execution and delivery, the DIP Loan Documents the Secured Swap Agreements shall represent the legal, valid, and binding obligations of the applicable Debtors enforceable against such Debtors in accordance with their terms. Each officer of a Debtor acting singly is hereby authorized to execute and deliver each of the DIP Loan Documents, such execution and delivery to be conclusive evidence of such officer’s respective authority to act in the name of and on behalf of the Debtors. 253541