Common use of Financing Order; Administrative Expense Priority; Payments Clause in Contracts

Financing Order; Administrative Expense Priority; Payments. Parent will not, and will not permit any of its Subsidiaries to: (a) seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the Financing Order, except for non-material modifications and amendments joined in or agreed to in writing by Agent or material modifications and amendments joined in or agreed to in writing by Agent and each Lender; (b) seek the use of “Cash Collateral” (as defined in the Financing Order) in a manner inconsistent with the terms of the Financing Order without, in the case of non-material deviations, the prior written consent of Agent and, in all other cases, the consent of each Lender; (c) suffer to exist at any time a priority for any administrative expense or unsecured claim against any Borrower (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 365, 503((b), 506(c), 507(a), 507(b), 546(c), 726, 1113 and 1114 of the Bankruptcy Code) or any super priority claim which is equal or superior to the priority of the Lender Group in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent set forth in the definition of Carveout; (d) suffer to exist at any time any Lien on any properties, assets or rights (including, without limitation, Accounts, Inventory and all other Collateral) except for Permitted Priority Liens; (e) prior to the date on which the Obligations have been indefeasibly paid in full in cash, all Letters of Credit have been cash collateralized or returned for cancellation pursuant to this Agreement, and this Agreement has been terminated, pay any administrative expenses, except administrative expenses incurred in the ordinary course of the business of Borrowers, in each case subject to the extent and having the order of priority set forth in the definition of Carveout; and (f) notwithstanding the foregoing, the Borrowers shall be permitted to pay as the same may become due and payable (i) administrative expenses of the kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business and to the extent otherwise authorized under the Financing Order and this Agreement and (ii) compensation and reimbursement of expenses to professionals allowed and payable under Sections 330 and 331 of the Bankruptcy Code to the extent permitted by the Financing Order.

Financing Order; Administrative Expense Priority; Payments. Parent Borrower will not, and will not permit any of its Subsidiaries to: (a) seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the Financing Order, except for non-material modifications and amendments joined in or agreed to in writing by Agent or material modifications and amendments joined in or agreed to in writing advance by Agent and each Lenderthe Required Lenders; (b) seek the use of “Cash Collateral” (as defined in the Financing DIP Order) in a manner inconsistent with the terms of the Financing Order without, in the case of non-material deviations, without the prior written consent of Agent and, in all other cases, and the consent of each LenderRequired Lenders; (c) suffer to exist at any time a priority for any administrative expense or unsecured claim against any Borrower (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 365, 503((b), 506(c), 507(a), 507(b), 546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) or any super priority claim Superpriority Claim which is equal or superior to the priority of the Lender Group in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent as set forth in the definition of CarveoutDIP Order; (d) suffer to exist at the incurrence of any time any Lien on any properties, assets or rights (including, without limitation, Accounts, Inventory administrative expenses not set forth in the DIP Budget and all other Collateral) except for Permitted Priority Liensexpressly authorized pursuant to an order of the Bankruptcy Court; (e) prior to the date permit any payments on which the Obligations have been indefeasibly paid account of any prepetition claims in full in cashexcess of $75,000, all Letters including any prepetition “critical vendor” payments or payment on account of Credit have been cash collateralized claims or returned for cancellation pursuant to this Agreement, and this Agreement has been terminated, pay any administrative expenses, except administrative expenses incurred in the ordinary course under section 503(b)(9) of the business Bankruptcy Code without the consent of Borrowers, in each case subject to the extent and having the order of priority set forth in the definition of CarveoutRequired Initial Lenders; and (f) notwithstanding permit any disbursements in excess of $100,000, other than disbursements in the ordinary course of business without the consent of the Initial Lenders’ Financial Advisor. Notwithstanding the foregoing, the Borrowers each Borrower shall be permitted to pay as the same may become due and payable (i) administrative expenses of the kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business and to the extent otherwise authorized under the Financing Order DIP Order, the DIP Budget and this Agreement and (ii) compensation and reimbursement of expenses to professionals allowed and payable under Sections 330 and 331 of the Bankruptcy Code to the extent permitted by the Financing OrderAgreement.

Financing Order; Administrative Expense Priority; Payments. Parent will Each Borrower shall not, and will not permit any of its Subsidiaries to: (a) seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the Financing Order, except for non-material modifications and amendments joined in or agreed to in writing in advance by Agent or material modifications and amendments joined in or agreed to in writing by Agent and each LenderAgent; (b) seek the use of “"Cash Collateral” " (as defined in the Financing Order) in a manner inconsistent with other than to repay the terms of the Financing Order without, in the case of non-material deviations, Existing Obligations without the prior written consent of Agent and, in all other cases, the consent of each LenderAgent; (c) suffer to exist at any time a priority for any administrative expense or unsecured claim against any Borrower (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 365, 503((b), 506(c), 507(a), 507(b), 546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) or any super priority superpriority claim which is equal or superior to the priority of the Lender Group in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent as set forth in the definition of CarveoutFinancing Order; (d) suffer to exist at the incurrence of any time any Lien on any properties, assets or rights (including, without limitation, Accounts, Inventory and all other Collateral) except for Permitted Priority Liens;administrative expenses not set forth in the Budget; and (e) prior to the date on which the Obligations have been indefeasibly paid in full in cash, all Letters of Credit have been cash collateralized or returned for cancellation pursuant to this Agreement, and this Agreement has been terminated, pay any administrative expenses, except administrative expenses incurred provided for in the ordinary course of the business of Borrowers, in each case Budget subject to the extent and having the order of priority set forth in the definition of Carveout; and (f) notwithstanding variances permitted pursuant to Section 7. Notwithstanding the foregoing, the Borrowers each Borrower shall be permitted to pay as the same may become due and payable (i) administrative expenses of the kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business and to the extent otherwise authorized under the Financing Order Order, the Budget and this Agreement and (ii) compensation and reimbursement of expenses to professionals allowed and payable under Sections 330 and 331 of the Bankruptcy Code to the extent permitted by the Financing OrderAgreement.

Financing Order; Administrative Expense Priority; Payments. Parent will not, and will not permit any of its Subsidiaries to: (a) No Loan Party will seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the Financing Order or Cash Collateral Order, except for non-material modifications and amendments joined in or agreed to in writing in advance by Agent or material modifications and amendments joined in or agreed to in writing by Agent and each LenderAgent; (b) No Loan Party will seek the use of “"Cash Collateral” " (as defined in the Financing Order) in a manner inconsistent with the terms of the Financing Order without, in the case of non-material deviations, without the prior written consent of Agent and, in all other cases, the consent of each LenderAgent; (c) suffer No Loan Party will seek authorization for or permit to exist at any time (i) a priority for any administrative expense or unsecured claim against any Borrower Debtor (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 365, 503((b), 506(c), 507(a), 507(b), 546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) or any super priority superpriority claim which is equal or superior to the priority of the Lender Group Agent and Lenders in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent set forth in the definition of CarveoutCarve‑Out and permitted pursuant to the Financing Order or (ii) any Lien on any Collateral having priority equal to or superior to the Liens in favor of Agent, other than the Permitted Priority Liens (as defined in the Financing Order) and the Carve‑Out; (d) No Loan Party will directly or indirectly seek, consent or suffer to exist at any time any Lien on any properties, assets Collateral having priority equal or rights superior to the Lien in favor of the Agent in respect to the Obligations (including, without limitation, Accounts, Inventory and all other Collateral) except for subject to Permitted Priority LiensLiens (as defined in the Financing Order) and the Carve‑Out); (e) No Loan Party will, prior to the date on which the Obligations have been indefeasibly paid in full in cash, and all contingent Obligations (including, without limitation, all Cash Management Liabilities, Letters of Credit and Hedge Liabilities) have been cash collateralized or otherwise returned for cancellation pursuant or terminated in a manner satisfactory to this AgreementAgent, and this Agreement has been terminated, pay any administrative expensesexpenses or other amounts, except administrative expenses incurred or other amounts provided for in the ordinary course of the business of Borrowers, in each case Budget subject to the extent and having the order of priority set forth in the definition of Carveout; and (f) notwithstanding Permitted Variances. Notwithstanding the foregoing, the Borrowers shall be permitted to pay as the same may become due and payable (i) administrative expenses of the kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business and to the extent otherwise authorized under the Financing Order and this Agreement set forth in the Budget and (ii) compensation and reimbursement of expenses to professionals allowed on an interim or final basis and payable under Sections 330 and 331 of the Bankruptcy Code to the extent permitted by the Financing OrderOrder and in the Budget.