Common use of Protection of DIP Lenders’ Rights Clause in Contracts

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or letters of credit or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been paid and no letters of credit are outstanding) outstanding, or the DIP Lenders have any Commitment (as defined in the DIP Credit Agreement) under the DIP Credit Agreement, the Pre-Petition Agent, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall (i) have no right to and take no action to foreclose upon or recover in connection with the liens granted thereto pursuant to the Existing Agreements, the Pre-Petition Note Indenture, the ICA (as defined below) or this Order, or otherwise seek or exercise any enforcement rights or remedies against any Collateral or in connection with the Contingent Pre-Petition Debt, the Adequate Protection Liens or the Junior Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement and the Pre-Petition Note Indenture), (ii) be deemed to have consented to any release of Collateral authorized under the DIP Documents, (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unless, solely as to this clause (iii), the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as of the date of filing and (iv) deliver or cause to be delivered, at the Debtors’ costs and expense (for which the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall be reimbursed upon submission to the Debtors of invoices or billing statements), any termination statements, releases and/or assignments (to the extent provided for herein) in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment of the Adequate Protection Liens and the Junior Adequate Protection Liens on any portion of the Collateral subject to any sale or disposition approved or arranged for by the Agent. (b) The automatic stay provisions of section 362 of the Bankruptcy Code are vacated and modified to the extent necessary to permit the Agent and the DIP Lenders to exercise, (i) upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement) and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies under the DIP Documents other than those rights and remedies against the Collateral as provided in clause (ii) below, and (ii) upon the occurrence and during the continuance of such an Event of Default and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies against the Collateral provided for in the DIP Documents (including, without limitation, the right to setoff monies of the Debtors in accounts maintained with the Agent or any DIP Lender) and this Order. (c) In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall not be entitled to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent such relief would in any way impair or restrict the rights and remedies of the Agent or the DIP Lenders set forth in this Order or the DIP Documents. In no event shall the Agent, the DIP Lenders, the Pre-Petition Agent, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders be subject to the equitable doctrine of “marshaling” or any similar doctrine with respect to the Collateral.

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or letters of credit or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been indefeasibly paid and no letters of credit are outstandingin full in cash) outstanding, or the DIP Lenders have any Commitment outstanding Commitments (as defined in the DIP Credit Agreement) ), under the DIP Credit Agreement, the Pre-Petition Agent, the Pre-Petition Prepetition Secured Lenders and the Pre-Petition Secured Noteholders Creditors shall (i) have no right to and shall take no action to foreclose upon or recover in connection with the liens granted on the Collateral thereto pursuant to the Existing Agreements, the Pre-Petition Note Indenture, the ICA (as defined below) Agreements or this Interim Order, or otherwise seek to exercise or exercise any enforcement rights or remedies against any Collateral or Collateral, including in connection with the Contingent Pre-Petition Debt, the Adequate Protection Liens or the Junior Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement and the Pre-Petition Note Indenture), (ii) be deemed to have consented to any transfer, disposition or sale of, or release of Collateral liens on, Collateral, to the extent such transfer, disposition, sale or release is authorized under the DIP Documents, (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unless, solely as to this clause (iii) (other than with respect to mortgages, which shall not be filed), prior to the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as expiration of the date of filing Challenge Period, there has been a Successful Challenge (as defined below) and (iv) deliver or cause to be delivered, at the Debtors’ costs Debtor’s cost and expense (for which the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall be reimbursed upon submission to the Debtors of invoices or billing statements)expense, any termination statements, releases and/or assignments (to the extent provided for herein) in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of the Adequate Protection Liens and the Junior Adequate Protection Liens liens on any portion of the Collateral subject to any that is sold or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the sale or disposition approved of such Collateral or arranged for by upon the Agentexpiration of the Challenge Period (without the occurrence of a Successful Challenge). (b) The Notwithstanding section 362 of the Bankruptcy Code, the automatic stay provisions of section 362 of the Bankruptcy Code are shall be vacated and modified to the extent necessary to permit the DIP Agent and the DIP Lenders to exerciseexercise all rights and remedies provided for in the DIP Loan Documents and this Interim Order, (i) including to take any or all of the following actions, without further order of or application or motion to this Court, immediately upon the occurrence of an Event of Default the Termination Date (as defined in the DIP Credit Agreement) and, but subject in all respects to clause (b) of paragraph 17 and the Carve Out Cap as set forth in clause (b) of paragraph 8, upon seven days’ prior written notice (which seven days’ notice period (the “Notice Period”) shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to Debtor and the Creditors’ Committee Committee, if any, of the DIP Agent’s intent to exercise such rights and remedies: (i) immediately terminate the Debtor’s use of any Cash Collateral; (ii) freeze monies or balances in the Debtor’s accounts and sweep all funds contained therein and apply the same to pay the U.S. Trustee)DIP Obligations; (iii) declare all DIP Obligations to be immediately due and payable; (iv) immediately set-off any and all amounts in accounts maintained by the Debtor with the DIP Agent or any DIP Lender or on their behalf against the DIP Obligations, or otherwise enforce any and all rights and remedies under the DIP Documents other than those rights and remedies against the Collateral as provided in clause (ii) below, and (ii) upon the occurrence and during the continuance possession of such an Event of Default and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies against the Collateral provided for in Agent or any of the DIP Documents (Lenders or being held on their behalf, including, without limitation, disposition of the Collateral solely for application towards the DIP Obligations; and (v) take any other actions or exercise any other rights or remedies permitted under this Interim Order, the DIP Documents or applicable law to effect the repayment of the DIP Obligations; provided that neither the Debtor nor the Guarantors shall have the right to setoff monies contest the enforcement of the Debtors remedies set forth in accounts maintained with this Interim Order and the DIP Documents on any basis other than an assertion that an Event of Default has not occurred or has been cured within the cure periods expressly set forth herein or in the applicable DIP Documents; and provided further that during the Notice Period, but subject in all respects to clause (b) of paragraph 17 and paragraph 19, the Debtor shall have no authority to borrow under the DIP Facility, and the DIP Agent or any may terminate the DIP LenderFacility and declare all DIP Obligation to be immediately due and payable, and the Debtor’s authority to use Cash Collateral shall be as set forth in the Budget (as defined in the DIP Credit Agreement) and limited solely to payment of expenses critical to preservation of the Debtor’s estate and the payment of the fees, costs and expenses to administer this Case, as agreed by the DIP Agent in its sole discretion. The Debtor, the Prepetition Agent and the Prepetition Secured Creditors shall waive any right to seek relief under the Bankruptcy Code, including under section 105 thereof, to the extent such relief would restrict or impair the rights and remedies of the DIP Agent and the DIP Lenders set forth in this Interim Order and in the DIP Documents. The Debtor, the DIP Agent and the DIP Lenders shall waive any right to seek relief under the Bankruptcy Code, including under section 105 thereof, to the extent such relief would restrict or impair the rights and remedies of the Prepetition Agent set forth in this Interim Order. (c) In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall not be entitled to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent such relief would in any way impair or restrict the rights and remedies of the Agent or the DIP Lenders set forth in this Order or the DIP Documents. In no event shall the DIP Agent, the DIP Lenders, the Pre-Petition Agent, Prepetition Agent or any of the Pre-Petition Prepetition Secured Lenders and the Pre-Petition Secured Noteholders Creditors be subject to the equitable doctrine of “marshaling” or any similar doctrine with respect to the Collateral. (d) No rights, protections, or remedies of the DIP Agents or the DIP Lenders granted by the provisions of this Interim Order or the DIP Documents shall be limited, modified, or impaired in any way by (i) any actual or purported withdrawal of the consent of any party to the Debtor’s authority to use Cash Collateral or to grant the DIP Liens and the Superiority Claims or (ii) any actual or purported termination of the Debtor’s authority to use Cash Collateral or to grant the DIP Liens and the Superiority Claims.

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or letters of credit or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been indefeasibly paid and no letters of credit are outstandingin full in cash) outstanding, or the DIP Lenders have any Commitment outstanding Commitments (as defined in the DIP Credit Agreement) ), under the DIP Credit Agreement, the Pre-Petition Agent, the Pre-Petition Prepetition Secured Lenders and the Pre-Petition Secured Noteholders Creditors shall (i) have no right to and shall take no action to foreclose upon or recover in connection with the liens granted on the Collateral thereto pursuant to the Existing Agreements, the Pre-Petition Note Indenture, the ICA (as defined below) Agreements or this Interim Order, or otherwise seek to exercise or exercise any enforcement rights or remedies against any Collateral or Collateral, including in connection with the Contingent Pre-Petition Debt, the Adequate Protection Liens or the Junior Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement and the Pre-Petition Note Indenture), (ii) be deemed to have consented to any transfer, disposition or sale of, or release of Collateral liens on, Collateral, to the extent such transfer, disposition, sale or release is authorized under the DIP Documents, (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unless, solely as to this clause (iii) (other than with respect to mortgages, which shall not be filed), prior to the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as expiration of the date of filing Challenge Period, there has been a Successful Challenge (as defined below) and (iv) deliver or cause to be delivered, at the Debtors’ costs Debtor’s cost and expense (for which the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall be reimbursed upon submission to the Debtors of invoices or billing statements)expense, any termination statements, releases and/or assignments (to the extent provided for herein) in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment (to the extent provided herein) of the Adequate Protection Liens and the Junior Adequate Protection Liens liens on any portion of the Collateral subject to any that is sold or otherwise disposed, including the Prepetition Liens or Adequate Protection Liens upon the sale or disposition approved of such Collateral or arranged for by upon the Agentexpiration of the Challenge Period (without the occurrence of a Successful Challenge). (b) The Notwithstanding section 362 of the Bankruptcy Code, the automatic stay provisions of section 362 of the Bankruptcy Code are shall be vacated and modified to the extent necessary to permit the DIP Agent and the DIP Lenders to exerciseexercise all rights and remedies provided for in the DIP Loan Documents and this Interim Order, (i) including to take any or all of the following actions, without further order of or application or motion to this Court, immediately upon the occurrence of an Event of Default the Termination Date (as defined in the DIP Credit Agreement) and, but subject in all respects to clause (b) of paragraph 17 and the Carve Out Cap as set forth in clause (b) of paragraph 8, upon seven days’ prior written notice (which seven days’ notice period (the “Notice Period”) shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to Debtor and the Creditors’ Committee Committee, if any, of the DIP Agent’s intent to exercise such rights and remedies: (i) immediately terminate the Debtor’s use of any Cash Collateral; (ii) freeze monies or balances in the Debtor’s accounts and sweep all funds contained therein and apply the same to pay the U.S. Trustee)DIP Obligations; (iii) declare all DIP Obligations to be immediately due and payable; (iv) immediately set-off any and all amounts in accounts maintained by the Debtor with the DIP Agent or any DIP Lender or on their behalf against the DIP Obligations, or otherwise enforce any and all rights and remedies under the DIP Documents other than those rights and remedies against the Collateral as provided in clause (ii) below, and (ii) upon the occurrence and during the continuance possession of such an Event of Default and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies against the Collateral provided for in Agent or any of the DIP Documents (Lenders or being held on their behalf, including, without limitation, disposition of the Collateral solely for application towards the DIP Obligations; and (v) take any other actions or exercise any other rights or remedies permitted under this Interim Order, the DIP Documents or applicable law to effect the repayment of the DIP Obligations; provided that neither the Debtor, the Creditors’ Committee, if any, nor any other party-in-interest shall have the right to setoff monies contest the enforcement of the Debtors remedies set forth in accounts maintained with this Interim Order and the DIP Documents on any basis other than an assertion that an Event of Default has not occurred or has been cured within the cure periods expressly set forth herein or in the applicable DIP Documents; and provided further that during the Notice Period, but subject in all respects to clause (b) of paragraph 17 and paragraph 20, the Debtor shall have no authority to borrow under the DIP Facility, and the DIP Agent or any may terminate the DIP LenderFacility and declare all DIP Obligation to be immediately due and payable, and the Debtor’s authority to use Cash Collateral shall be as set forth in the Budget (as defined in the DIP Credit Agreement) and limited solely to payment of expenses critical to preservation of the Debtor’s estate and the payment of the fees, costs and expenses to administer this Case, as agreed by the DIP Agent in its sole discretion. The Debtor, the Prepetition Agent and the Prepetition Secured Creditors shall waive any right to seek relief under the Bankruptcy Code, including under section 105 thereof, to the extent such relief would restrict or impair the rights and remedies of the DIP Agent and the DIP Lenders set forth in this Interim Order and in the DIP Documents. The Debtor, the DIP Agent and the DIP Lenders shall waive any right to seek relief under the Bankruptcy Code, including under section 105 thereof, to the extent such relief would restrict or impair the rights and remedies of the Prepetition Agent set forth in this Interim Order. (c) In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall not be entitled to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent such relief would in any way impair or restrict the rights and remedies of the Agent or the DIP Lenders set forth in this Order or the DIP Documents. In no event shall the DIP Agent, the DIP Lenders, the Pre-Petition Agent, Prepetition Agent or any of the Pre-Petition Prepetition Secured Lenders and the Pre-Petition Secured Noteholders Creditors be subject to the equitable doctrine of “marshaling” or any similar doctrine with respect to the Collateral. (d) No rights, protections, or remedies of the DIP Agents or the DIP Lenders granted by the provisions of this Interim Order or the DIP Documents shall be limited, modified, or impaired in any way by (i) any actual or purported withdrawal of the consent of any party to the Debtor’s authority to use Cash Collateral or to grant the DIP Liens and the Superiority Claims or (ii) any actual or purported termination of the Debtor’s authority to use Cash Collateral or to grant the DIP Liens and the Superiority Claims.

Protection of DIP Lenders’ Rights. (a) So Except as otherwise expressly provided herein, so long as there are any borrowings or letters of credit or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been paid and no letters of credit are outstanding) outstanding, DIP Obligations outstanding under the DIP Loan Documents or the DIP Lenders have any Commitment outstanding Commitments or Loans (each, as defined in the DIP Credit Agreement) under Loan Documents), the Prepetition Secured Parties shall (solely with respect to the DIP Credit Agreement, the Pre-Petition Agent, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall Priority Collateral): (ia) have no right to to, and take no action to to, foreclose upon or recover in connection with the liens granted thereto pursuant to the Existing AgreementsPrepetition Loan Documents, the Pre-Petition Note Indenture, the ICA (as defined below) or this Order, Interim Order or otherwise seek or exercise any enforcement rights or remedies against any Collateral or in connection with the Contingent Pre-Petition Debt, the Adequate Protection Liens or the Junior Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement and the Pre-Petition Note Indenture)DIP Priority Collateral, (iib) be deemed to have consented to any release of DIP Priority Collateral authorized under the DIP DocumentsLoan Documents and this Interim Order, (iiic) not file any further financing statements, patent filings, trademark filings, copyright filings, mortgages, memoranda of lease, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the Collateral unlessDIP Priority Collateral. Further, solely as (x) subject to this clause (iii), entry of the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Final Financing Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as of the date of filing and (iv) deliver or cause to be delivered, at the Debtors’ costs and expense (for which the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall be reimbursed upon submission to the Debtors of invoices or billing statements), any termination statements, releases and/or assignments (to the extent provided for herein) in favor of the DIP Lenders or other documents necessary to effectuate and/or evidence the release, termination and/or assignment of the Adequate Protection Liens and the Junior Adequate Protection Liens on any portion of the Collateral subject to any sale or disposition approved or arranged for by the Agent. (b) The automatic stay provisions of section 362 of the Bankruptcy Code are vacated and modified to the extent necessary to permit the Agent and the DIP Lenders to exercise, (i) upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement) and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies under the DIP Documents other than those rights and remedies against the Collateral as provided in clause (ii) below, and (ii) upon the occurrence and during the continuance of such an Event of Default and seven days’ prior written notice (which shall run concurrently with any notice provided under the DIP Documents) to the Debtors (with a copy to counsel to the Creditors’ Committee and to the U.S. Trustee), all rights and remedies against the Collateral provided for in the DIP Documents (including, without limitation, the right to setoff monies of the Debtors in accounts maintained with the Agent or any DIP Lender) and this Order. (c) In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall not be entitled to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent such relief would in any way impair or restrict the rights and remedies of the Agent or the DIP Lenders set forth in this Order or the DIP Documents. In no event shall the Agent, the DIP Lenders, the Pre-Petition Agent, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders Parties be subject to the equitable doctrine of “marshalingmarshalling” or any similar doctrine with respect to any DIP Priority Collateral, and the DIP Secured Parties shall be entitled to foreclose upon or recover in connection with the DIP Priority Collateral in any manner, and in any sequence, in the DIP Secured Parties’ sole discretion and (y) upon entry of this Interim Order, the DIP Secured Parties shall be entitled to first foreclose upon, and recover from, the DIP Proceeds Account, and shall not be subject to the equitable doctrine of “marshalling” or any similar doctrine with respect to the CollateralDIP Proceeds Account.

Protection of DIP Lenders’ Rights. (a) So long as there are any borrowings or letters of credit or other amounts (other than contingent indemnity obligations as to which no claim has been asserted when all other amounts have been paid and no letters of credit are outstanding) outstanding, DIP Obligations outstanding or the DIP Lenders have any Commitment (outstanding DIP Commitments under, and as defined in in, the DIP Credit Agreement) under Documents (the “DIP Credit AgreementCommitments”), the Pre-Petition Agent, the Pre-Petition Secured Prepetition Lenders and the Pre-Petition Secured Noteholders shall shall: (i) have no right to and shall take no action to foreclose upon upon, or recover in connection with with, the liens granted thereto pursuant to the Existing Agreements, the Pre-Petition Note Indenture, the ICA (as defined below) or this Interim Order, or otherwise seek to exercise or exercise enforce any enforcement rights or remedies against any Collateral or in connection with the Contingent Pre-Petition Debt, the Adequate Protection Liens or the Junior Adequate Protection Liens, including, without limitation, in respect of the occurrence or continuance of any Event of Default (as defined in the Pre-Petition Credit Agreement and the Pre-Petition Note Indenture), DIP Collateral; (ii) be deemed to have consented (to the extent any consent is required) to any transfer, disposition or sale of, or release of liens on, such DIP Collateral in connection with an exercise of remedies by the DIP Agent (but not any proceeds of such transfer, disposition or sale to the extent remaining after payment in cash in full of the DIP Obligations (other than contingent obligations for which no claim has then been asserted) and termination of the DIP Commitments) to the extent such transfer, disposition, sale or release is authorized under pursuant to the DIP Documents, ; (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, deeds of trust, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the such DIP Collateral unless, solely as to this clause (iii), the DIP Agent or the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Interim Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable non-avoidable liens or security interests as of the date Petition Date; provided, that nothing herein shall prevent any of filing the Prepetition Secured Parties to file financing statements or other documents in connection with the appointment of any successor administrative or collateral agent under any of the Prepetition Credit Agreements, and (iv) at the request of the DIP Agent, deliver or cause to be delivered, at the DebtorsDIP Loan Parties’ costs cost and expense (for which the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall be reimbursed upon submission to the Debtors of invoices or billing statements)expense, any termination statements, releases and/or assignments (to the extent provided for herein) in favor of each of the DIP Lenders Secured Parties or other documents necessary to effectuate and/or evidence the release, termination and/or assignment of the Adequate Protection Liens and the Junior Adequate Protection Liens liens on any portion of the such DIP Collateral subject to any sale or disposition approved or arranged for in connection with the exercise of remedies by the AgentDIP Agent or court-approved disposition. (b) Any proceeds of DIP Collateral subject to the DIP Liens received by any Prepetition Secured Party (other than as contemplated by this Order, including adequate protection payments), whether in connection with the exercise of any right or remedy (including setoff), by mistake or otherwise shall be segregated and held in trust for the benefit of and forthwith paid over to the DIP Agent for the benefit of the DIP Secured Parties in the same form as received, with any necessary endorsements. Notwithstanding the foregoing, the rights of setoff and first-priority security interests of the financial institutions providing cash management services (solely to the extent related to cash management obligations and as governed by the cash management order entered in these Chapter 11 Cases) are preserved. (c) The automatic stay provisions of section 362 of the Bankruptcy Code are vacated and hereby modified to the extent necessary to permit the Agent and DIP Agent, acting at the DIP direction of the Requisite Lenders to exercise, (i) upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement) (the “Required DIP Lenders”), to take any or all of the following actions, at the same or different times, in each case without further order or application of the Court and seven days’ prior written immediately upon the occurrence of an Event of Default or the Termination Declaration Date: (A) deliver a notice of an Event of Default to the Debtors; (which shall run concurrently with B) declare the termination, reduction or restriction of any notice provided further DIP Commitment (including any commitment to make loans under the DIP Documents) to the extent any such DIP Commitment remains; (C) declare the termination of the DIP Documents as to any future liability or obligation of the DIP Agent and the DIP Lenders (but, for the avoidance of doubt, without affecting any of the DIP Liens or the DIP Obligations); and (D) declare all applicable DIP Obligations to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Debtor, and (E) the termination of the DIP Secured Parties’ consent to the Debtors’ right to use cash collateral, that is DIP Collateral pursuant to Section 363(a) of the Bankruptcy Code, subject to the Debtors’ right to seek nonconsensual use of such DIP Collateral; provided, however, that prior to the enforcement of liens or exercise of remedies with respect to the DIP Collateral, the DIP Agent, shall provide the Debtors and their lead restructuring counsel with notice (with a copy to counsel to the Creditors’ Committee (if appointed), and to the U.S. Trustee), all rights and remedies under file such notice on the DIP Documents other than those rights docket in the Case and remedies against request an emergency hearing (the Collateral as provided in clause (ii) below, and (ii“Stay Relief Hearing”) upon no less than five (5) business days’ notice (unless the occurrence Debtors and during DIP Agent agree to request that the continuance of such Court conduct the Stay Relief Hearing on shorter notice) to determine whether an Event of Default or the Termination Declaration Date has occurred, and seven daysthe Debtors shall not object to the fact that the Stay Relief Hearing is being held on such shortened notice. Until the Stay Relief Hearing, the Debtors shall be permitted to use the Prepetition Secured Parties’ prior written notice (which shall run concurrently with any notice provided under Cash Collateral to pay payroll and other administrative expenses to keep the business of the Debtors operating and maximize value of the DIP Documents) Collateral and in accordance with the Approved Budget attached hereto as Exhibit 1. Following the Stay Relief Hearing, and upon the Court’s determination that an Event of Default or the Termination Declaration Event has occurred, the Court may fashion an appropriate remedy including, whether or not the maturity of any of the DIP Obligations shall have been accelerated, authorizing the DIP Agent to the Debtors (with a copy proceed to counsel to the Creditors’ Committee protect, enforce, and to the U.S. Trustee), exercise all other rights and remedies against the Collateral provided for in the DIP Documents (includingand under applicable law, without limitationincluding by suit in equity, action at law or other appropriate proceeding, including for specific performance of any covenant or agreement contained in any DIP Document or any instrument pursuant to which the DIP Obligations are evidenced, and, if any amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right to setoff monies of any of the Debtors in accounts maintained with DIP Secured Parties. This Court shall retain exclusive jurisdiction to hear and resolve any disputes and enter any orders required by the Agent provisions of this paragraph 9 and relating to the application, re-imposition or any DIP Lender) and this Ordercontinuance of the Automatic Stay as provided hereunder. (cd) In any hearing regarding any exercise No rights, protections or remedies of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders shall not be entitled to seek relief, including, without limitation, under section 105 each of the Bankruptcy Code, to DIP Secured Parties granted by the extent such relief would in any way impair or restrict the rights and remedies provisions of the Agent or the DIP Lenders set forth in this Interim Order or the DIP Documents. In no event Documents shall be limited, modified or impaired in any way by: (i) any actual or purported withdrawal of the Agent, the DIP Lenders, the Pre-Petition Agent, the Pre-Petition Secured Lenders and the Pre-Petition Secured Noteholders be subject consent of any party to the equitable doctrine Debtors’ authority to continue to use Prepetition Grantors’ Prepetition Collateral; or (ii) the terms of “marshaling” any other order or any similar doctrine with respect stipulation related to the CollateralDebtors’ continued use of Prepetition Grantors’ Prepetition Collateral or the provision of adequate protection to any party.