Common use of Chapter 11 Cases Clause in Contracts

Chapter 11 Cases. (a) The Cases were commenced on the Petition Date in accordance with applicable laws and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Order and (ii) the hearing for the entry of the Order. Debtors shall give, on a timely basis as specified in the Order, all notices required to be given to all parties specified in the Order. (b) After the entry of the Order, and pursuant to and to the extent permitted in the Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Cases having priority over all administrative expense claims and unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Out and (ii) the priorities set forth in the Order. (c) After the entry of the Order and pursuant to and to the extent provided in the Order, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the Order. (d) The Order is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ consent, modified or amended. The Loan Parties are in compliance in all material respects with the Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Order, upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document Obligations, to the extent the Conversion Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Obligations and to enforce the remedies provided for hereunder or under applicable laws, without further notice, motion or application to, hearing before, or order from, the Court.

Chapter 11 Cases. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable laws Applicable Law and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Final Order and (ii) the hearing for the entry of the Order. Debtors shall give, on a timely basis as specified in the Order, all notices required to be given to all parties specified in the Final Order. (b) After the entry of the Order, and pursuant to and to the extent permitted in the Final Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Debtors Loan Parties now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Out and (ii) the priorities with respect to the ABL Obligations as further set forth in the Final Order, and/or Intercreditor Agreement, as applicable. In the event both the Administrative Agent and the ABL DIP Agent hold superpriority claims that are not satisfied from their respective collateral, such claims shall be pari passu and any proceeds received in respect of such claims shall be applied as provided in the Intercreditor Agreement. (c) After the entry of the Order and pursuant to and to the extent provided in the Final Order, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the Final Order. (d) The Final Order is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ Administrative Agent’s consent, modified or amended. The Loan Parties are in compliance in all material respects with the Final Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Order, upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document Obligations, to the extent the Conversion Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Obligations and to enforce the remedies provided for hereunder or under applicable laws, without further notice, motion or application to, hearing before, or order from, the Court.

Chapter 11 Cases. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable laws Applicable Law and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (ii) the hearing for the entry of the Order. Debtors shall give, on a timely basis as specified in the Interim Order, all notices required to be given to all parties specified in and (iii) the hearing for the entry of the Final Order. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Debtors Loan Parties now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Carve-Out and (ii) the priorities set forth in the Interim Order or Final Order, as applicable. (c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve Carve-Out, (ii) the Liens permitted pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i6.02(q) and (iii) to the extent set forth in the Interim Order or the Final Order. (d) The Interim Order (with respect to the period on and after entry of the Interim Order and prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ Administrative Agent’s consent, modified or amended. The Loan Parties are in compliance in all material respects with the applicable Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or the Final Order, as the case may be, upon the Maturity Termination Date (whether by acceleration or otherwise) of any of the Loan Document Secured Obligations, to the extent the Conversion Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Secured Obligations and to enforce the remedies provided for hereunder or under applicable lawsApplicable Law, without further notice, motion or application to, hearing before, or order from, the Court.

Chapter 11 Cases. (a) The Cases were commenced on the Petition Date in accordance with applicable laws and proper notice thereof was given for (i) the motion seeking approval of the Loan Documents and the Order Final Order, and (ii) the hearing for the entry of the Final Order. The Debtors shall give, on a timely basis as specified in the Final Order, all notices required to be given to all parties specified in the Final Order. (b) After the entry of the Final Order, and pursuant to and to the extent permitted in the Final Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Cases having priority over all administrative expense claims and unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Out and (ii) the priorities set forth in the Final Order. (c) After the entry of the Final Order and pursuant to and to the extent provided in the Final Order, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the Final Order. (d) The Final Order is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ Administrative Agent’s consent, modified or amended. The Loan Parties are in compliance in all material respects with the Final Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Final Order, as the case may be, upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document Obligations, to the extent the Conversion Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Obligations and to enforce the remedies provided for hereunder or under applicable laws, without further notice, motion or application to, hearing before, or order from, the Court.

Chapter 11 Cases. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable laws the Requirements of Law and proper notice thereof was given and the proper notice for (ix) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the entry approval of the Interim Order, and (z) the hearing for the approval of the Final Order were or, if applicable, will be given. Debtors shall giveBorrowers have given, on a timely basis as specified in the Interim Order or the Final Order, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted as more fully set forth in the Interim Order and the Final Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Debtors Borrowers now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims expenses (except for the Carveout) of the kind specified in Bankruptcy Code Sections 105, 326, 330, 331, 503(b), 504(a), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject to (i) the Carve Out 726 and (ii) the priorities set forth in the Order1114. (c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority, only to (i) the Carve Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the OrderCollateral. (d) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ consentstayed, modified or amended. The Loan Parties are in compliance in all material respects with the Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Order, upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document Obligations, to the extent the Conversion Date has not occurred, the Administrative Agent and Lenders shall be entitled to immediate payment of such Loan Document Obligations and to enforce the remedies provided for hereunder or under applicable laws, without further notice, motion or application to, hearing before, or order from, the Court.

Chapter 11 Cases. In connection with the Chapter 11 Cases, the Borrower will, and will cause each Subsidiary to: (a) The Cases were commenced include counsel for the Administrative Agent on any “Special Notice List” or other similar list of parties to be served with papers in any of the Petition Date Chapter 11 Cases; (b) to the extent having applicability to the Borrower or any Subsidiary, comply with the DIP Orders and all other orders entered by the Bankruptcy Court in accordance with applicable laws and proper notice thereof was given for the Chapter 11 Cases; and (c) make, pursuant to the Budget (which shall be subject to the Variances), all payments of its (i) the motion seeking approval of the Loan Documents post-petition operating costs and the Order expenses as and when due and (ii) administrative costs and expenses as and when such administrative costs and expenses are due and payable, including allowed Professional Expenses, in each case as approved by the hearing for Bankruptcy Court; and (d) ensure that the entry Indebtedness shall at all times: (i) have super-priority, pursuant to Section 364(c)(1) of the Order. Debtors shall giveBankruptcy Code, on a timely basis as over any and all administrative expenses specified in the Order, all notices required to be given to all parties specified in the Order. (bSection 503(b) After the entry or 507(b) of the Order, Bankruptcy Code; (ii) be secured by a perfected first priority lien on all of the Borrower’s and the Guarantor’s Property pursuant to Sections 364(c)(2) and to the extent permitted in the Order, the Loan Document Obligations will constitute allowed administrative expense claims in the Cases having priority over all administrative expense claims and unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, including all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision 364(d)(1) of the Bankruptcy Code or otherwise, as provided under subject in priority only to the Carve-Out and Excepted Liens; and (iii) be secured by a best priority available lien on all of the Borrower’s and the Guarantor’s Property pursuant to Section 364(c)(l364(c)(3) of the Bankruptcy Code, subject only to (i) the Carve Carve-Out and (ii) the priorities set forth in the Order. (c) After the entry of the Order and pursuant to and Excepted Liens. Notwithstanding anything to the extent provided contrary contained herein or in the Orderany other Loan Document, the Loan Document Obligations will be secured by a valid and perfected first priority Lien on all it is agreed that (x) so long as no Event of the Collateral subject, as to priority, only to (i) the Carve Out, (ii) the Liens pursuant to Section 6.02(i) with respect to Indebtedness under the ABL Credit Agreement (to the extent applicable), subject to the terms of such Section 6.02(i) and (iii) to the extent set forth in the Order. (d) The Order is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), vacated, or, without the Required Lenders’ consent, modified or amended. The Loan Parties are in compliance in all material respects with the Order. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Order, upon the Maturity Date (whether by acceleration or otherwise) of any of the Loan Document ObligationsDefault shall have occurred, to the extent that the Conversion Date has not occurredpayment thereof is consistent with the Budget, the Administrative Agent and Lenders Borrower shall be entitled permitted to immediate pay compensation and reimburse expenses allowed and payable on an interim basis under 11 U.S.C. § 331, as the same are due and payable; and (y) the super-priority claim status of Liens granted to secure the Indebtedness shall be subject only to Excepted Liens and to a fund for post-petition fees of Professional Persons retained in the Chapter 11 Cases by the Borrower or any creditors committee with the approval of the Bankruptcy Court pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503 and/or 1103, to the extent such fees (including, without limitation, any interim or final payments of such fees) have been approved by the Bankruptcy Court and do not exceed, in the aggregate, $3,000,000 (the “Professional Expense Cap”) and the payment of such Loan Document Obligations and fees pursuant to enforce 28 U.S.C. §1930 (the remedies provided for hereunder or under applicable laws, without further notice, motion or application to, hearing before, or order from, the Court“Carve-Out”).