Authorization to Use Cash Collateral. The Debtors are authorized to use Cash Collateral in accordance with the Approved Budget (subject to Permitted Variances) and subject to the terms and conditions of the DIP Loan Documents and this Interim Order, provided that the Prepetition Secured Parties are granted the Adequate Protections as hereinafter set forth. Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors or their estates outside the ordinary course of business, or any of the Debtors’ use of any Cash Collateral or other proceeds resulting therefrom, except as permitted under this Interim Order and the DIP Loan Documents and in accordance with the Approved Budget (subject to Permitted Variances). The Prepetition Liens in the Prepetition Collateral, subject to the Intercreditor Agreements, shall continue to attach to the Cash Collateral irrespective of the commingling of the Cash Collateral with other cash of the Debtors (if any). Any failure by the Debtors on or after the Petition Date to comply with the segregation requirements of section 363(c)(4) of the Bankruptcy Code in respect of any Cash Collateral shall not be used as a basis to challenge the Prepetition Obligations, or the extent, validity, enforceability or perfected status of the Prepetition Liens.
Authorization to Use Cash Collateral. Subject to the terms of this Interim Order, upon entry of this Interim Order, the Debtors are authorized to use Cash Collateral solely in accordance with the terms, conditions, and limitations set forth in this Interim Order and the Approved Budget (including any Permitted Variance (as defined below)). Any dispute in connection with the use of Cash Collateral shall be heard by this Court.
Authorization to Use Cash Collateral. The Debtors are authorized to use Cash Collateral during the period beginning on the Petition Date until the occurrence of the Termination Date (as defined below), subject to the terms and conditions of this Interim Order and to the adequate protection granted to or for the benefit of the Prepetition Facility Secured Parties as set forth herein, and in accordance with the 13-week cash disbursements and receipts budget attached as Exhibit A to this Interim Order (as such budget may be modified from time to time by the Debtors with the prior written consent of the CoCom (as defined below), the “Budget”); provided that (i) beginning on the date the first updated 13-week cash flow forecast of the Debtors is issued pursuant to paragraph 5(j) hereof, there shall be a permitted percentage variance between the total operating cash flow set forth in the Budget and the actual total operating cash flow for the six-week period ended the last business day of the immediately preceding week (excluding, for purposes of determining Budget compliance and calculation of the Permitted Variance, (A) Professional Fees (as defined below), (B) Adequate Protection Payments (as defined below) and (C) up to $175,000,000 in the aggregate of “Other Non-Operating Activities” (as used in the Budget), consisting of up to $75,000,000 on account of hedging arrangements (the “Hedging Basket”) and up to $100,000,000 on account of agreements pursuant to which delivery of a newbuild is deferred (the “Newbuild Basket”) (provided, for the avoidance of doubt, that the remaining $100,000,000 (or up to $150,000,000 to the extent applicable in accordance with clause (ii) below) of “Other Non-Operating Activities” amounts to be used by the Debtors for expenditures (the “Remaining Other Non-Operating Activities Basket”) shall be included for purposes of determining Budget compliance and calculation of the Permitted Variance)), which shall not exceed the greater of (x) 20% of the total operating cash flow from the preceding six-week period and (y) $25,000,000 (the “Permitted Variance”), (ii) to the extent any portion of the Hedging Basket or the Newbuild Basket remains unused, such unused amount up to $25,000,000 for each of the Hedging Basket and the Newbuild Basket (for a potential aggregate amount of $50,000,000) may be applied to the Remaining Other Non-Operating Activities Basket and (iii) solely with respect to the Hedging Basket, the Newbuild Basket and the Remaining Other Non-Operating Activiti...
Authorization to Use Cash Collateral. Subject to the terms of this Interim Order and the DIP Documents, the Obligors are authorized to use Cash Collateral in which the Prepetition 2012 Credit Agreement Agent and the Prepetition Term Loan Credit Agreement Agent and, to the extent applicable, the Prepetition Second Lien Trustee, for the benefit of themselves and the secured parties under the Prepetition 2012 Credit Documents and the Prepetition Term Loan Credit Documents and, to the extent applicable, the Prepetition Second Lien Indenture Documents, respectively, may have an interest, in accordance with the terms, conditions, and limitations set forth in this Interim Order and/or the DIP Documents (except that, in the case of the requirement to use such cash in accordance with the Approved Budget, the Professional Fees). Any dispute in connection with the use of Cash Collateral shall be heard by the Court. Subject to the notice provision in paragraph 13(b) herein, the Debtors’ right to use Cash Collateral hereunder shall terminate without any further action by this Court or the DIP Agent, and the Obligors shall be prohibited, without the necessity of further Court order, from using such Cash Collateral hereunder upon the earliest to occur of (the “Cash Collateral Termination Date”): (a) April 22, 2013 if the Final Order Entry Date shall not have occurred, (b) the date on which all Revolving Credit Commitments have been terminated under this Interim Order and/or the DIP Documents as a result of the occurrence of an Event of Default following the expiration of any applicable grace and notice provision.
Authorization to Use Cash Collateral. During the term of this Interim Order and subject to the terms hereof, the Debtors are authorized to use the proceeds of the DIP Loans and Cash Collateral in which any party, including the Lenders, may have an interest, in accordance with the Budget (after giving effect to any Budget Carryover Amount) and pursuant to the terms of the DIP Loan Agreement and this Interim Order; provided that, prior to November 26, 2007, and so long as no event of default has occurred and is continuing under the DIP Loan Agreement at any time after the Interim Facility Effective Date, the Debtors are authorized to use any Cash Collateral in their existing operating accounts in an amount not to exceed $14,800,000 in accordance with the Budget (after giving effect to any Budget Carryover
Authorization to Use Cash Collateral. The Debtors are authorized, subject to the terms and conditions of the DIP Credit Documents and this Final Order, to use Cash Collateral, including any Cash Collateral on which the DIP Secured Parties and the Prepetition Secured Parties hold a lien, in each case, solely in accordance with and pursuant to the terms and provisions of this Final Order. The Debtors’ right to use any Cash Collateral shall be in accordance with the DIP Credit Agreement and the Budget4 (subject to Permitted Variances), and such right shall terminate automatically upon the earliest of the Scheduled Maturity Date (as defined in the DIP Credit Agreement) and a Termination Date (as defined herein); provided that
Authorization to Use Cash Collateral. Subject to the terms and conditions of this Interim Order, including the Carve Out, the Debtors are authorized to use Cash Collateral in accordance with this Interim Order and the Approved Budget during the period beginning with the Petition Date and ending on the Termination Date for: (a) working capital purposes; (b) other general corporate purposes of the Debtors; (c) the satisfaction of the costs and expenses of administering the Chapter 11 Cases; and (d) for the purposes identified in the Approved Budget.
Authorization to Use Cash Collateral. During the term of this Interim Order and subject to the terms hereof, the Debtors are authorized to use Cash Collateral in which any party, including the Lender, may have an interest, in accordance with the terms, conditions, and limitations set forth in the budget annexed hereto as Exhibit “B” (the “Budget”) and otherwise pursuant and subject to the terms and conditions of the DIP Loan Agreement and this Interim Order. To the extent that any such party does not consent to the use of any item of the Post-Petition Collateral, the interests of such party are hereby deemed adequately protected.
Authorization to Use Cash Collateral. Subject to the terms and conditions of this Interim Order and the DIP Documents, and in a manner that does not trigger a Budget Event a “Budget Event”), the Debtors are authorized to use Cash Collateral until the Cash Collateral Termination Date (as defined below); provided, however, that during the Remedies Notice Period (as defined below), the Debtors are authorized to use Cash Collateral (x) solely to pay expenses necessary to avoid immediate and irreparable harm to the Debtors’ estates, in accordance with the Budget Requirement and (y) as otherwise agreed by the DIP Agent, acting at the direction of the Required Lenders. Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors’ estates outside the ordinary course of business, or any Debtor’s use of any Cash Collateral or other proceeds resulting therefrom, except as permitted in this Interim Order (including with respect to the Carve-Out (as defined below)), the DIP Facility, or the DIP Documents.
Authorization to Use Cash Collateral. Subject to the terms and conditions of this Interim Order (including paragraph 27 hereof), the DIP Budget (subject to the Permitted Variances), and the DIP Documents, respectively, the Debtors are authorized to use Cash Collateral. Nothing in this Interim Order shall authorize the disposition of any assets of the Debtors or their estates outside the ordinary course of business, or any Debtor’s use of any Cash Collateral or other proceeds resulting therefrom, except as permitted in this Interim Order (including with respect to the Carve Out) and the DIP Documents. For the avoidance of doubt, except as otherwise set forth in the DIP Budget (subject to Permitted Variances) or otherwise consented to by the DIP Lenders, Cash Collateral may not be used (i) by any non-Debtor entity or (ii) to pay any fees, costs, expenses and/or any other amounts of any non-Debtor entity.
