Common use of Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims Clause in Contracts

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (a) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent and the Lenders; (b) at any time, suffer to exist any Lien on the Collateral, including, without limitation, any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers and the Lenders in respect of the Collateral, except for Permitted Priority Liens; (c) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cash, Borrowers and any DIP Guarantor shall not pay any claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Obligations due and payable hereunder, and (ii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), claims for goods and services incurred in the ordinary course of the business of Borrowers and any DIP Guarantor or their respective Proceedings; (d) except as otherwise consented to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan Document.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. No Credit Party shall nor shall it permit any of its Subsidiaries to: (a) At at any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent the Agents and the Requisite Lenders; (b) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralBorrowers (now existing or hereafter arising) of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) ), 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section 10.4 and for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”; (c) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers and the Lenders Collateral Agent for the benefit of the Secured Parties in respect of the Collateral, except for Collateral (other than Permitted Priority Liens;); and (cd) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been indefeasibly paid in full in cash, the Borrowers and any DIP Guarantor shall not pay any administrative expense claims for goods except (A) (1) the Priority Professional Expenses then due and services provided payable and (2) other payments then due and payable to any Borrower or any DIP Guarantor after the Filing Date except extent set forth in sub-clause (i) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (B) the Obligations then due and payable hereunder, and (iiC) to the extent consistent with the Budget Carve-Out Expenses (after giving effect to any Permitted Deviation therefrom), other than Priority Professional Expenses) and other administrative expense and professional claims for goods then due and services incurred payable in the ordinary course of the business of the Borrowers and any DIP Guarantor or their respective Proceedings; (d) except as otherwise consented Chapter 11 Cases, in each case, to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of priority set forth in the definition of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan Documentterm “Agreed Administrative Expense Priorities”.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. No Credit Party shall nor shall it permit any of its Subsidiaries to: (a) At at any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent the Agents and the Requisite Lenders; (b) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralBorrowers (now existing or hereafter arising) of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) ), 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section 10.4 and for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”; (c) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers and the Lenders Collateral Agent for the benefit of the Secured Parties in respect of the Collateral, except for Collateral (other than Permitted Priority Liens;); and (cd) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been indefeasibly paid in full in cash, the Borrowers and any DIP Guarantor shall not pay any administrative expense claims for goods except (A) (1) the Priority Professional Expenses then due and services provided payable and (2) other payments then due and payable to any Borrower or any DIP Guarantor after the Filing Date except extent set forth in sub-clause (i) of clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”, (B) the Obligations then due and payable hereunder, and (iiC) to the extent consistent with the Budget Carve-Out Expenses (after giving effect to any Permitted Deviation therefrom), other than Priority Professional Expenses) and other administrative expense and professional claims for goods then due and services incurred payable in the ordinary course of the business of the Borrowers and any DIP Guarantor or their respective Proceedings; (d) except as otherwise consented Chapter 11 Cases, in each case, to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of priority set forth in the definition of the United States Bankruptcy Code or term “Agreed Administrative Expense Priorities” provided such expense and professional claims shall not include any claims for activities incurred in connection with the CCAA authorizing adequate protection), whether or not permitted by activities described in paragraph 25(b) of the Interim Bankruptcy Court OrdersOrder. Notwithstanding the order of priority set forth in the definition of the term “Agreed Administrative Expense Priorities”, at any time after an the Borrowers may pay the administrative expense and professional claims described in clauses (A) and (C) of this Section 6.15(d) in the ordinary course of the business of the Borrowers or their respective Chapter 11 Cases so long as no Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement shall have occurred and be continuing either before or any other Loan Documentafter giving effect to such payment.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. Each Borrower and Guarantor shall not: (ai) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Financing Orders, except for modifications and amendments agreed to by the Agent and the Required Lenders; (bii) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralBorrowers (now existing or hereafter arising of any kind or nature whatsoever), including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section 5.2 hereof and except for (x) the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause "first" of the definition of the term "Agreed Administrative Expense Priorities" and (y) subject to the terms of the Intercreditor Agreement, the Working Capital Debt; (iii) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers the Agent for the benefit of the Agent and the Lenders in respect of the Collateral, except for Permitted Priority Liens;; and (civ) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cash, Borrowers and any DIP Guarantor shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause "first" of the definition of the term "Agreed Administrative Expense Priorities", (ii) Obligations due and payable hereunderhereunder and, subject to the terms of the Intercreditor Agreement, the Working Capital Debt, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense and professional claims for goods and services incurred in the ordinary course of the business of the Borrowers and any DIP Guarantor the Guarantors or their respective Proceedings; (d) except as otherwise consented Chapter 11 Cases, in each case to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of priority set forth in the definition of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan Documentterm "Agreed Administrative Expense Priorities".

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (a1) At any time, seekSeek, consent to or suffer to exist any reversal, modification, amendmentstay, stay vacation or vacation of any amendment of the Bankruptcy Court OrdersInterim Order, or the Final Order, as the case may be, except for modifications and amendments agreed to by Agent and the Lenders;Lender. (b2) at Seek, consent to or suffer to exist a priority for any timeadministrative expense or unsecured claim against the Borrower (now existing or hereafter arising of any kind or nature whatsoever, suffer including without limitation any administrative expenses, charges or claims of the kind specified in Sections 503(b), 506(c), 507(b) and 723(b) of the Bankruptcy Code) equal or superior to the priority of the Lender in respect of the Obligations, except for the Carve-Out Expenses. (3) Suffer to exist any Lien on the Collateral, including, without limitation, any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code Collateral having a priority equal or superior to the Lien Liens and security interests in favor of Agent, Bank Product Providers and the Lenders Lender in respect of the CollateralObligations, except for Permitted Priority Liens;, and subject to the Carve-Out Expenses. (c4) prior Prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cashcash and the Commitments have been terminated, Borrowers and any DIP Guarantor shall not pay any administrative expense claims for goods except, so long as no Default or Event of Default has occurred and services provided to any is continuing hereunder, the Borrower or any DIP Guarantor after the Filing Date except may pay (i) Obligations due and payable hereunder, and (ii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), administrative expense claims for goods and services incurred in the ordinary course of the business of Borrowers the Borrower and any DIP Guarantor or their respective Proceedings; (dii) except as otherwise consented to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment amounts payable pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 28 U.S.C. s 1930(a)(6) and the allowed fees and expenses of professionals under ss 330 and 331 of the Bankruptcy Code (or pursuant to not in excess of $300,000 in the aggregate, inclusive of any other provision of the United States Bankruptcy Code or the CCAA authorizing adequate protection)holdbacks and retainers, whether or not permitted in each case, unless otherwise approved by the Bankruptcy Court OrdersLender, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action strictly in accordance with the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan DocumentBudget.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (a) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent and the Lenders; (b) at any time, suffer to exist a priority for any Lien on the Collateraladministrative expense or unsecured claim against Borrower or any Debtor Guarantor (now existing or hereafter arising of any kind or nature whatsoever), including, without limitation, any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of Agent and the Lenders in respect of the Obligations, except as provided in Section 3.2 and for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities” and except as provided in the Bankruptcy Court Orders; (c) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers and the Lenders in respect of the Collateral, except for Permitted Priority Liensas provided in the Bankruptcy Court Orders; (cd) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cash, Borrowers Borrower and any DIP Debtor Guarantor shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (ii) Obligations due and payable hereunder, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense and professional claims for goods and services incurred in the ordinary course of the business of Borrowers Borrower and any DIP Debtor Guarantor or their respective Proceedings;Chapter 11 Cases, in each case, to the extent and having the order of priority set forth in the definition of the term “Agreed Administrative Expense Priorities”; and (de) except as otherwise consented to by Agent, neither Borrowers Borrower nor any DIP Debtor Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 361 of the Bankruptcy Code (or pursuant to any other provision of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan Document.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (a) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court OrdersOrders or the Adequate Protection Stipulation, except for modifications and amendments agreed to by Agent the Agents and the Lenders; (b) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralBorrower or the Guarantors (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States US Bankruptcy Code or any super priority claim which is equal or superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section 11.5 and for the expenses having priority of payment over the Obligations to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities”; (c) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers the Collateral Agent for the benefit of the Agents and the Lenders in respect of the Collateral, except for Permitted Priority Liens;; and (cd) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cashfull, Borrowers the Borrower and any DIP Guarantor the Guarantors shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) payments pursuant to sub-clauses (i) and (ii) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (ii) Obligations due and payable hereunder, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense and professional claims for goods and services incurred in the ordinary course of the business of Borrowers the Borrower and any DIP Guarantor the Guarantors or their respective Chapter 11 Cases or their respective CCAA Proceedings; (d) except as otherwise consented , in each case, to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of priority set forth in the definition of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan Documentterm “Agreed Administrative Expense Priorities”.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (ai) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court OrdersOrders or any Sale Order, except for modifications and amendments agreed to by Agent the Agents and the LendersRequired Holders; (bii) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against the CollateralIssuer (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code having a priority Code) equal or superior to the Lien in favor priority of Agent, Bank Product Providers the Agents and the Lenders Holders in respect of the CollateralObligations, except for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities; (iii) at any time, suffer to exist any Lien on the Collateral other than the Liens in favor of the Collateral Agent, for the benefit of Agents and the Holders, Permitted Priority Liens; (c) prior to the date on , and liens for additional Capitalized Leases which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cash, Borrowers and any DIP Guarantor shall not pay any claims for goods and services provided to any Borrower or any DIP Guarantor may be entered into after the Filing Date in an amount not to exceed $5,000,000 at any one time outstanding; and (iv) pay any administrative expense claims except (i) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (ii) Obligations due and payable hereunder, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense claims for goods and services incurred in the ordinary course of the business of Borrowers and any DIP Guarantor or their respective Proceedings; (d) except as otherwise consented to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision of the United States Bankruptcy Code Issuer or the CCAA authorizing adequate protection)Chapter 11 Case, whether or not permitted by to the Bankruptcy Court Orders, at any time after an Event extent and having the order of Default has occurred and for so long as it is continuing; and (e) take any other action priority set forth in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan DocumentAgreed Administrative Expense Priorities.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (ai) At at any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent the Agents and the Requisite Lenders; (bii) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralCredit Parties (now existing or hereafter arising of any kind or nature whatsoever), including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section 2.25 and except (x) for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in clause “first” of the definition of the term “Agreed Administrative Expense Priorities” and (y) subject to the terms of the Intercreditor Agreement, the Revolving Credit Obligations; (iii) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers the Collateral Agent for the benefit of the Agents and the Lenders in respect of the Collateral, except for Permitted Priority Liens; (civ) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been paid in full in cash, Borrowers and any DIP Guarantor the Credit Parties shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause “first” of the definition of the term “Agreed Administrative Expense Priorities”, (ii) Obligations due and payable hereunderhereunder and, subject to the terms of the Intercreditor Agreement, the Revolving Credit Obligations, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense and professional claims for goods and services incurred in the ordinary course of the business of Borrowers and any DIP Guarantor the Credit Parties or their respective Proceedings; (d) except as otherwise consented Chapter 11 Cases, in each case to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of priority set forth in the definition of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuingterm “Agreed Administrative Expense Priorities”; and (ev) take no Credit Party shall, nor shall it permit any of its Subsidiaries to, incur, create, assume or suffer to exist any obligation to make adequate protection payments, or otherwise provide adequate protection, other action than as set forth in the Proceedings adverse to Agent Orders or as otherwise approved by the Requisite Lenders or their rights and remedies under this Agreement or any other Loan DocumentAdministrative Agent.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. No Loan Party shall, or shall permit any of its Subsidiaries to: (ai) At at any time, seek, seek or consent to or suffer to exist any reversal, modification, amendment, stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent the Agents and the Required Lenders; (bii) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralLoan Parties (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 ), 552(b), 726, 1113 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agents and the Lenders in respect of the Obligations, except as provided in Section 3.2 and for the Carve-Out Expenses in accordance with the Bankruptcy Court Orders; (iii) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers Collateral Agent for the benefit of the Agents and the Lenders in respect of the Collateral, except for Permitted Priority Liens;; and (civ) prior to the date on which the Pre-Petition Obligations under the Pre-Petition Credit Facility and the Obligations under this Agreement have been indefeasibly paid in full in cash, Borrowers and any DIP Guarantor the Loan Parties shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Obligations due and payable hereunder, hereunder and (ii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense and professional claims for goods and services incurred in the ordinary course of the business of Borrowers and any DIP Guarantor the Loan Parties or their respective Proceedings; (d) except as otherwise consented to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan DocumentChapter 11 Cases.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (ai) At any time, seek, consent to or suffer to exist any reversal, modification, amendment, stay stay, vacation or vacation appeal of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by Agent the Agents and the Lenders; (bii) at any time, suffer to exist a priority for any Lien on administrative expense or unsecured claim against any of the CollateralBorrower or the Guarantors (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 of the United States Bankruptcy Code equal or superior to the priority of the Agents and the Lenders in respect of the Obligations, except as provided in Section 4.02 and for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in the definition of Agreed Administrative Expense Priorities; (iii) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of Agent, Bank Product Providers the Collateral Agent for the benefit of the Agents and the Lenders in respect of the Collateral, except for Permitted Priority Liens;; and (civ) prior to the date on which the Pre-Petition Obligations under have been Paid in Full, the Pre-Petition Credit Facility Borrower and the Obligations under this Agreement have been paid in full in cash, Borrowers and any DIP Guarantor Guarantors shall not pay any administrative expense claims for goods and services provided to any Borrower or any DIP Guarantor after the Filing Date except (i) Priority Professional Expenses and other payments pursuant to sub-clause (i) of clause "first" of the definition of the term "Agreed Administrative Expense Priorities", (ii) Obligations due and payable hereunder, and (iiiii) to the extent consistent with the Budget (after giving effect to any Permitted Deviation therefrom), other administrative expense claims for goods and services incurred in the ordinary course of the business of Borrowers the Borrower and any DIP Guarantor the Guarantors or their respective Proceedings; (d) except as otherwise consented Chapter 11 Cases, in each case to by Agent, neither Borrowers nor any DIP Guarantor shall make any payment pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code (or pursuant to any other provision the extent and having the order of the United States Bankruptcy Code or the CCAA authorizing adequate protection), whether or not permitted by the Bankruptcy Court Orders, at any time after an Event of Default has occurred and for so long as it is continuing; and (e) take any other action priority set forth in the Proceedings adverse to Agent or the Lenders or their rights and remedies under this Agreement or any other Loan DocumentAgreed Administrative Expense Priorities.