Common use of DIP Obligations Clause in Contracts

DIP Obligations. This Interim Order and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior DIP Obligations and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and enforceable against the Debtors, their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, or any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases (collectively, the “Successor Cases”), and their creditors and other parties-in- interest, in each case, in accordance with the terms of this Interim Order and the applicable DIP Loan Documents. All obligations incurred, payments made, and transfers or grants of security and liens set forth in this Interim Order and/or the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no obligation, payment, transfer, or grant of security or lien hereunder and/or under any DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations or DIP Liens) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counter-claim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This The Debtors are expressly and immediately authorized and empowered to enter into, and to cause any other DIP Loan Parties to enter into, the DIP Facility and to incur and to perform the DIP Obligations in accordance with and subject to this Interim DIP Order (and, upon its entry, the Final DIP Order) and the Senior other DIP Loan Documents, to execute and/or deliver all DIP Loan Documents and all other instruments, certificates, agreements and documents, and to take all actions which may be reasonably required or otherwise necessary for the Junior performance by the DIP Loan Parties under the DIP Facility, including the creation and perfection of the DIP Liens described and provided for herein. The Debtors are hereby authorized and directed to, and to cause any other DIP Loan Parties to, (i) pay all principal, interest, fees (including, without limitation, any fees and other amounts specified in section 6.3 of the DIP Credit Agreement) and expenses, indemnities and other amounts described herein and in the other DIP Loan Documents as such shall evidence the Senior DIP Obligations accrue and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and enforceable against the Debtors, their estates and any successors theretobecome due hereunder or thereunder, including, without limitation, any estate representative or trustee appointed in any the reasonable, documented out-of-pocket fees and expenses of the Chapter 11 Cases, or any case under chapter 7 attorneys and financial and other advisors and consultants of the Bankruptcy Code upon DIP Agent and the conversion of any of DIP Lenders as, and to the Chapter 11 Casesextent, or provided for herein and in any the other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases DIP Loan Documents (collectively, all loans, advances, extensions of credit, financial accommodations, interest, fees, expenses, and all other liabilities and obligations (including indemnities and similar obligations) in respect of DIP Loans, the DIP Facility and the DIP Loan Documents, the “Successor CasesDIP Obligations”)) and (ii) subject to entry of the Final DIP Order, refinance, refund, replace and repay a portion of the accrued and outstanding Prepetition First Lien Term Loan Secured Obligations in the aggregate of not less than $100,000,000 pursuant to the Roll-Up Loan. The DIP Loan Documents and all DIP Obligations shall represent, constitute and evidence, as the case may be, valid and binding obligations of the DIP Loan Parties, enforceable against the DIP Loan Parties, their estates, and their creditors and other parties-in- interest, in each case, any successors thereto in accordance with the terms of this Interim Order and the applicable DIP Loan Documentstheir terms. All obligations incurredNo obligation, payments madepayment, and transfers transfer or grants grant of security and liens set forth in this Interim Order and/or under the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no obligation, payment, transfer, or grant of security or lien hereunder and/or as approved under any this Interim DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations or DIP Liens) Order shall be stayed, restrained, voidablevoided, avoidable, voidable or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common non-bankruptcy law), or subject to any avoidancedefense, reduction, setoff, recoupmentrecoupment or counterclaim. The term of the DIP Facility shall commence on the date the Interim DIP Order is entered by the Court (the “Closing Date”) and end on the Termination Date, offsetsubject to the terms and conditions set forth herein and in the other DIP Loan Documents, recharacterizationincluding the protections afforded a party acting in good faith under section 364(e) of the Bankruptcy Code. The Debtors are expressly and immediately authorized and empowered to, subordination (whether equitable, contractual or otherwise), counter-claim, cross-claim, defense, or and to cause any other challenge DIP Loan Parties to, take all steps necessary to effectuate the refund, refinancing, replacement and repayment of the Prepetition First Lien Term Loans pursuant to the Roll-Up Loan, including to execute and deliver all instruments, certificates, agreements and documents related thereto, and to take all actions which may be reasonably required or otherwise necessary for the performance by the DIP Loan Parties under the Bankruptcy Code Prepetition First Lien Term Loan Documents or any applicable law or regulation by any person or entitythe payoff letter in respect thereof, in each case in accordance with the DIP Loan Documents and the Restructuring Support Agreement.

DIP Obligations. This Interim Order and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior DIP Obligations and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and enforceable against the Debtors, their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, or any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases (collectively, the “Successor Cases”), and their creditors and other parties-in- in-interest, in each case, in accordance with the terms of this Interim Order and the applicable DIP Loan Documents. All obligations incurred, payments made, and transfers or grants of security and liens set forth in this Interim Order and/or the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no obligation, payment, transfer, or grant of security or lien hereunder and/or under any DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations or DIP Liens) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counter-counter- claim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This The Debtors are expressly and immediately authorized and empowered (i) to enter into the DIP Credit Documents, and their entry into such agreements is hereby ratified and approved, (ii) to incur the DIP Obligations in accordance with and subject to this Interim Order and the Senior other DIP Loan Credit Documents, (iii) to enter into, execute and/or deliver all the DIP Credit Documents and all other instruments, certificates, agreements and documents contemplated thereby or hereby, and (iv) to take all actions, which may be required or otherwise necessary for the performance by the DIP Credit Parties under the DIP Credit Documents and the Junior creation and perfection of the DIP Loan Liens described and provided for herein and therein. The DIP Credit Parties are hereby authorized and directed to pay, without further court order, all principal, interest, fees, costs and expenses, indemnities and other amounts described herein and in the DIP Credit Documents (including the DIP Obligations) as such shall evidence the Senior accrue and become due hereunder or thereunder, and all such payments of principal, interest, fees, costs and expenses, indemnities and other amounts shall not be subject to disgorgement once made. The DIP Credit Documents and all DIP Obligations represent, constitute and Junior DIP Obligations respectivelyevidence, which DIP Obligations shallas the case may be, upon execution valid and binding, joint and several, obligations of the Senior DIP Loan Documents and Junior DIP Loan DocumentsCredit Parties, as applicable, be valid, binding and enforceable against each of the DebtorsDIP Credit Parties, each of their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, or any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases (collectively, the “Successor Cases”), and their creditors and other parties-in- interest, in each case, thereto in accordance with the terms of this Interim Order and the applicable DIP Loan Documentstheir terms. All obligations incurred, payments made, rights granted, and transfers or grants of security and liens set forth in this Interim Order and/or or the other DIP Loan Credit Documents by any Debtor DIP Credit Party are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL ObligationsThe obligations and guarantees incurred or made, no obligationpayments made, payment, transfer, transfers or grant grants of security or lien hereunder and/or under as set forth in the DIP Credit Documents, by any DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations or DIP Liens) Credit Party as approved under this Interim Order shall not be stayed, restrained, voidablevoided, avoidable, voidable or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common non-bankruptcy law), or subject to any challenge, rejection, reduction, subordination, defense, recharacterization, avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual recoupment or otherwise), counter-counterclaim or other claim, cross-claim, defense, cause of action or any other challenge of any nature under the Bankruptcy Code or any applicable law or regulation by any person or entitynon-bankruptcy law.

DIP Obligations. This Interim Order Upon execution and delivery of the Senior DIP Loan Documents and Documents, the Junior DIP Loan Documents shall evidence the Senior DIP Obligations and Junior DIP Obligations respectivelyconstitute legal, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and non-avoidable obligations of the Loan Parties, enforceable against each DIP Loan Party and its estate and each Non-Debtor DIP Loan Party in accordance with the Debtorsterms of the DIP Documents and this Interim Order, their estates and any successors thereto, including, without limitation, including any estate representative or trustee appointed in any of the Chapter 11 Cases, or in any case under chapter Chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases foregoing (collectively, the “Successor Cases”). Upon execution and delivery of the DIP Documents, the DIP Obligations will include all loans and their creditors and any other parties-in- interestindebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to any of the DIP Agent or DIP Secured Parties, in each case, in accordance with under, or secured by, the terms of DIP Documents or this Interim Order Order, including all principal, interest, costs, fees, expenses, premiums, indemnities and other amounts under the applicable DIP Loan Documents. All obligations incurred, payments made, and transfers or grants of security and liens set forth in Documents (including this Interim Order and/or Order). The Debtors shall be jointly and severally liable for the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured therebyObligations. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL ObligationsExcept as permitted hereby, no obligation, payment, transfer, or grant of security hereunder or lien hereunder under the DIP Documents to the DIP Agent and/or under any the DIP Loan Documents Secured Parties (including any Senior DIP Obligation, Junior DIP Obligations or DIP Lienstheir Representatives) shall be stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 544, and 547 to 550 of the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Transactions Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any defense, avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual contractual, or otherwise), counter-disallowance, impairment, claim, counterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This Interim Order Upon execution and delivery of the Senior DIP Loan Documents and Documents, (a) the Junior DIP Loan Documents shall evidence the Senior DIP Obligations and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be constitute valid, binding and enforceable against non-avoidable obligations of the Debtors, enforceable against each of the Debtors and their estates in accordance with the terms of the DIP Documents and this Interim Order, and any successors thereto, including, without limitation, including any estate representative or trustee appointed in any of the Chapter 11 Cases, or in any case under chapter Chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases foregoing (collectively, the “Successor Cases”). Upon execution and delivery of the DIP Documents, the DIP Obligations will include all loans and their creditors and any other parties-in- interestindebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to the DIP Agent or any of the DIP Lenders, in each case, under, or secured by, the DIP Documents or this Interim Order, including the Obligations under, and as defined in accordance with the terms DIP Credit Agreement, and all principal, accrued interest, costs, fees, expenses, and other amounts under the DIP Documents. The Debtors shall be jointly and severally liable for the DIP Obligations. The DIP Obligations shall be due and payable, without notice or demand, and the use of DIP Collateral that constitutes cash collateral pursuant to section 363(a) of the Bankruptcy Code shall automatically cease, as set forth in the DIP Documents, on the Termination Declaration Date (as defined below) or the occurrence of any event or condition set forth in paragraph 1(b) of this Interim Order and the applicable DIP Loan DocumentsOrder, except as provided in paragraph 17 herein. All obligations incurred, payments made, and transfers or grants of security and liens set forth in this Interim Order and/or the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no No obligation, payment, transfer, or grant of collateral security hereunder or lien hereunder and/or under any the DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations Obligation or DIP Liens) Liens (as defined herein)), shall be limited, stayed, restrained, voidable, avoidable, or recoverable, under the Bankruptcy Code or under any applicable law (including, without limitation, including under sections 502(d), 544 and 506(c), 544, 547 to 550 550, and 552 of the Bankruptcy Code or under any applicable state UCC, Uniform Voidable Transfer Transactions Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual contractual, or otherwise), counter-claimcounterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This (a) The DIP Documents and this Interim Order shall constitute and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior validity and binding effect of the DIP Obligations and Junior DIP Obligations respectivelyObligations, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, shall be valid, binding and enforceable against the Debtors, their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, Cases or in any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases foregoing (collectively, the “Successor Cases”). Upon entry of this Interim Order, the DIP Obligations will include all loans and their creditors and any other parties-in- interestindebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the Debtors to the DIP Agent or any of the DIP Secured Parties, in each case, in accordance with under the terms of DIP Documents or this Interim Order or secured by the DIP Liens (as defined below), including, without limitation, all principal, accrued and unpaid interest, costs, fees, expenses, and other amounts owing under the DIP Documents. The Debtors shall be jointly and severally liable for the DIP Obligations. The DIP Obligations shall be due and payable, and the applicable DIP Loan Documents. All obligations incurreduse of Cash Collateral shall automatically cease, payments madein each case, and transfers without notice or grants of security and liens set forth in this Interim Order and/or demand on the DIP Loan Documents by any Debtor are granted Termination Date, except as provided in paragraph 21 herein and subject to or for the benefit requirements of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured therebyCarve-Out. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no No obligation, payment, transfer, or grant of collateral security hereunder or lien hereunder and/or under any the DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations Obligation or DIP LiensLiens (as defined below) but excluding any adequate protection provided to the Prepetition ABL Secured Parties hereunder) shall be stayed, restrained, voidable, avoidable, or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d)chapter 5 of the Bankruptcy Code, 544 and 547 section 724(a) of the Bankruptcy Code, or any other provision with respect to 550 of avoidance actions (such actions, “Avoidance Actions”) under the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), law equivalents or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual contractual, or otherwise, but other than to the Carve-Out), counter-claimcounterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This The DIP Documents and this Interim Order shall constitute and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior validity and binding effect of the DIP Obligations and Junior DIP Obligations respectivelyObligations, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, shall be valid, binding and enforceable in accordance with their terms against the Debtors, their estates and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, Cases or in any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases foregoing (collectively, the “Successor Cases”). Upon entry of this Interim Order, the DIP Obligations will include all loans and their creditors and any other parties-in- interestindebtedness or obligations, contingent or absolute, which may now or from time to time hereafter be owing by any of the Debtors party to the DIP Documents to the DIP Agent or any of the DIP Lenders, in each case, under and in accordance with the terms and conditions of the DIP Documents or this Interim Order or secured by the DIP Liens (as defined below), including, without limitation, all principal, accrued and unpaid interest, costs, fees, expenses, and other amounts owing under and in accordance with the DIP Documents; provided that, for the avoidance of doubt the DIP Liens and the applicable DIP Loan Obligations shall be subject to the Carve-Out in all respects. The Debtors shall be jointly and severally liable for the DIP Obligations as and to the extent provided in the DIP Documents, which shall be subject to the Carve-Out in all respects. All obligations incurred, payments madeThe DIP Obligations shall be due and payable without notice or demand on the DIP Termination Date (as defined below), and transfers or grants of security and liens set forth in the Debtors’ authority to use Cash Collateral under this Interim Order and/or shall automatically cease, in each case, without notice or demand on the DIP Loan Documents by any Debtor are granted Cash Collateral Termination Date (as defined below), in each case except as provided in paragraph [26] hereof and subject to or for the benefit requirements of the Debtors for fair consideration and reasonably equivalent valueCarve-Out (as defined below); provided that the Debtors’ rights to seek the use of Cash Collateral upon entry of a further order of the Court after the occurrence of the Cash Collateral Termination Date are fully reserved, and are granted contemporaneously with nothing herein shall waive, limit, or modify or be deemed to waive, limit or modify the making Debtors’ rights to seek the use of Cash Collateral upon entry of a further order of the loans and/or commitments and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to Court after the repayment occurrence of the Prepetition RBL Obligations, no Cash Collateral Termination Date. No obligation, payment, transfer, or grant of collateral security hereunder or lien hereunder and/or under any the DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations Obligation or DIP LiensLiens (as defined below) and including in connection with any adequate protection provided to the Prepetition Secured Parties hereunder) shall be stayed, restrained, voidable, avoidable, or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d)chapter 5 of the Bankruptcy Code, 544 and 547 section 724(a) of the Bankruptcy Code, or any other provision with respect to 550 of avoidance actions under the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Actlaw equivalents), Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Actshall constitute original issue discount, or similar statute or common law), or shall be subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual contractual, or otherwise), counter-claimcounterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.

DIP Obligations. This Upon entry of this Interim Order and execution and delivery of the Senior DIP Loan Documents and Documents, the Junior DIP Loan Documents shall evidence constitute valid, binding, enforceable, and non-avoidable obligations of each the Senior DIP Obligations Loan Parties, and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution shall be fully enforceable against each of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, be valid, binding and enforceable against the DebtorsParties, their estates estates, and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the these Chapter 11 Cases, or any case under chapter Chapter 7 of the Bankruptcy Code upon the conversion of any of the these Chapter 11 Cases, or in any other proceedings superseding or related relating to any of the foregoing, foregoing and/or upon the dismissal of any of the these Chapter 11 Cases or any such successor cases (collectively, the “Successor Cases”), and their creditors and other parties-in- parties in interest, in each case, in accordance with the terms of thereof and this Interim Order Order. Upon execution and delivery of the applicable DIP Loan Documents. All obligations incurred, payments madethe DIP Obligations will include all loans and any other indebtedness or obligations, and transfers contingent or grants absolute, now existing or hereafter arising, which may from time to time be or become owing by any of security and liens set forth the DIP Loan Parties to any of the DIP Agent or DIP Lenders, in this Interim Order and/or each case, under, or secured by, the DIP Loan Documents by any Debtor are granted to or for the benefit of the Debtors for fair consideration and reasonably equivalent valuethis Interim Order, and are granted contemporaneously with the making of the loans and/or commitments including all principal, interest, costs, fees, expenses and other financial accommodations secured thereby. Subject to paragraph 29 hereof with respect to amounts under the repayment of the Prepetition RBL Obligations, no obligation, payment, transfer, or grant of security or lien hereunder and/or under any DIP Loan Documents (including any Senior this Interim Order). The DIP Obligation, Junior Loan Parties shall be jointly and severally liable for the DIP Obligations. The DIP Obligations shall be due and payable, without notice or demand, and the use of Cash Collateral shall automatically cease on the DIP Liens) Termination Date or the occurrence of any event or condition set forth in paragraph 20 of this Interim Order. No obligation, payment, transfer or grant of security under the DIP Loan Documents or this Interim Order to the DIP Secured Parties shall be stayed, restrained, voidable, avoidable, voidable or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d), 544 and 547 to 550 544, 548 or 549 of the Bankruptcy Code or under Code, any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Act or other similar state statute or common law), or subject to any avoidancedefense, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitablesubordination, contractual or otherwise)disallowance, counter-claimimpairment, cross-claim, defenseclaim, counterclaim, offset or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entitylaw.

DIP Obligations. This The DIP Documents and this Interim Order shall constitute and the Senior DIP Loan Documents and the Junior DIP Loan Documents shall evidence the Senior validity and binding effect of the DIP Obligations and Junior DIP Obligations respectively, which DIP Obligations shall, upon execution of the Senior DIP Loan Documents and Junior DIP Loan Documents, as applicable, shall be valid, binding and enforceable against each of the Debtors, their estates estates, and any successors thereto, including, without limitation, any estate representative or trustee appointed in any of the Chapter 11 Cases, Cases or in any case under chapter 7 of the Bankruptcy Code upon the conversion of any of the Chapter 11 Cases, or in any other proceedings superseding or related to any of the foregoing, and/or upon the dismissal of any of the Chapter 11 Cases or any such successor cases foregoing (collectively, the “Successor Cases”), and their creditors and other parties-in- interest, in each case, in accordance with the terms . Upon entry of this Interim Order Order, the DIP Obligations in each case will include all loans and any other indebtedness or obligations, contingent or absolute, which may now or from time to time be owing by any of the applicable Debtors to the DIP Loan Documents. All obligations incurredAgent or any of the DIP Secured Parties, payments made, under the DIP Documents and transfers or grants of security and liens set forth in under this Interim Order and/or or secured by the DIP Loan Documents by any Debtor are granted to or Liens, including, without limitation, all principal, accrued and unpaid interest, costs, fees, expenses, and other amounts owing under the DIP Documents. The Debtors shall be jointly and severally liable for the benefit of the Debtors for fair consideration and reasonably equivalent value, and are granted contemporaneously with the making of the loans and/or commitments and other financial accommodations secured therebyDIP Obligations. Subject to paragraph 29 hereof with respect to the repayment of the Prepetition RBL Obligations, no No obligation, payment, transfer, or grant of collateral security hereunder or lien hereunder and/or under any the DIP Loan Documents (including any Senior DIP Obligation, Junior DIP Obligations Obligation or DIP Liens) shall be stayed, restrained, voidable, avoidable, or recoverable, recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under sections 502(d)chapter 5 of the Bankruptcy Code, 544 and 547 section 724(a) of the Bankruptcy Code, or any other provision with respect to 550 of Avoidance Actions (as defined herein) under the Bankruptcy Code or under any applicable state Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law), foreign law equivalents) or subject to any avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual contractual, or otherwise, but other than to the Carve Out or as expressly provided in this Interim Order), counter-claimcounterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any applicable law or regulation by any person or entity.