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 the Administrative Agent and the Required Lenders. (b) At any time, suffer to exist a priority for any administrative expense or unsecured claim against the Loan Parties (now existing or hereafter arising of any kind or nature whatsoever), including 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 Bankruptcy Code equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided in Section 2.3. (c) Except as permitted by the Bankruptcy Court Orders, at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties in respect of the Collateral. (d) Prior to the date on which the Facility Termination Date has occurred, pay any administrative expense claims except (i) professional expenses to the extent provided in the Budget and approved by the Bankruptcy Court, (ii) Obligations due and payable hereunder, and (iii) other administrative expense and professional claims incurred in the ordinary course of the business of the Loan Parties or the Chapter 11 Case to the extent provided in the Budget.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. (a) 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 the Administrative Agent and the Required LendersLender. (b) At any timeSeek, consent to or suffer to exist a priority for any administrative expense or unsecured claim against the Loan Parties Borrower (now existing or hereafter arising of any kind or nature whatsoever), including without limitation any administrative expenses expenses, charges or claims of the kind specified in, or arising or ordered under, in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c) 726 and 1114 723(b) of the Bankruptcy Code Code) equal or superior to the priority of the Administrative Agent and the Lenders Lender in respect of the Obligations, except as provided in Section 2.3for the Carve-Out Expenses. (c) Except as permitted by the Bankruptcy Court Orders, at any time, suffer Suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties Lender in respect of the CollateralObligations, except for Permitted Liens, and subject to the Carve-Out Expenses. (d) Prior to the date on which the Facility Termination Date has occurredObligations have been paid in full in cash and the Commitments have been terminated, pay any administrative expense claims except except, so long as no Default or Event of Default has occurred and is continuing hereunder, the Borrower may pay (i) professional expenses to the extent provided in the Budget and approved by the Bankruptcy Court, (ii) Obligations due and payable hereunder, and (iii) other administrative expense and professional claims incurred in the ordinary course of the business of the Loan Parties or Borrower and (ii) amounts payable pursuant to 28 U.S.C. § 1930(a)(6) and the Chapter 11 Case to allowed fees of professionals under §§ 330 and 331 of the extent provided Bankruptcy Code not in excess of $200,000.00 in the aggregate, inclusive of holdbacks and retainers, in each case, unless otherwise approved by the Lender, strictly in accordance with the Budget.

Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims. No Loan Party will: (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 the Administrative Agent and the Required Lenders.Lender; (b) At at any time, suffer to exist a priority for any administrative expense or unsecured claim against the Loan Parties any Debtor (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 Bankruptcy Code Code) equal or superior to the priority of the Administrative Agent and the Lenders Lender in respect of the Obligations, except as provided in Section 2.3.3.05 and for the Carve-Out Expenses; (c) Except as permitted by the Bankruptcy Court Orders, at any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties Lender, in respect of the Collateral., except for, in the case of the Debtors, Permitted Priority Liens; and (d) Prior prior to the date on which the Facility Termination Date has occurredObligations have been paid in full in cash, the Debtors shall not pay any administrative expense claims except (iA) professional expenses to the extent provided in the Budget and approved by the Bankruptcy CourtCarve-Out Expenses, (iiB) Obligations due and payable hereunder, and (iiiC) other administrative expense and professional claims incurred in the ordinary course of the business of the Loan Parties Debtors or the their respective Chapter 11 Case to the extent cases (but only as provided in the Budget).

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 the Administrative Agent and the Required Lenders. (b) At any time, suffer to exist a priority for any administrative expense or unsecured claim against the Loan Parties (now existing or hereafter arising of any kind or nature whatsoever), including 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 Bankruptcy Code equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided in Section 2.3. (c) Except as permitted by the Bankruptcy Court Orders, at At any time, suffer to exist any Lien on the Collateral having a priority equal or superior to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties in respect of the Collateral. (d) Prior to the date on which the Facility Termination Date has occurred, pay any administrative expense claims except (i) professional expenses to the extent provided in the Budget and approved by the Bankruptcy Court, (ii) Obligations due and payable hereunder, and (iii) other administrative expense and professional claims incurred in the ordinary course of the business of the Loan Parties or the Chapter 11 Case to the extent provided in the Budget, in each case, with the prior written consent of the Administrative Agent.