Common use of Reorganization Matters Clause in Contracts

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) the hearing for the approval of the Final Order. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, 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, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out. (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 Obligations will be secured by a valid and perfected Lien having the priority described in the Orders. (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 modified or amended without the consent of the Administrative Agent and the Lenders, or reversed or stayed.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice was given for (ix) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (iiy) the hearing for the approval entry of the Interim Order. The Debtors shall give, and (iii) on a timely basis as specified in the hearing for DIP Orders, all notices required to be given to all parties specified in the approval of the Final OrderDIP Orders. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order (and the Final Order, when applicable), the Obligations will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers each Loan Party that is a Debtor now existing or hereafter arising, arising of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, subject only to the Carve-OutOut and the priorities set forth in the Interim Order or the Final Order, as applicable. (c) After the entry of the Interim Order (and the Final Order when applicable) and pursuant to and to the extent provided in the Interim Order and the Final Order, as applicable, the Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described Collateral, (i) encumbered by no Liens other than Liens permitted by Section 6.02 and (ii) prior and superior to any other Person or Lien, in each case, other than the Carve-Out and Prior Senior Liens (as defined in the OrdersDIP Order), and subject to the priorities set forth in the Interim Order or the Final Order, as applicable. (d) The Interim Order (with respect to the period prior to the entry of the Final Order) or the Final Order (with respect to the period on and after the 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), modified or amended without the written consent of the Administrative Agent and the Required DIP Lenders. (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 Date (whether by acceleration or otherwise), the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations in in full in cash and to enforce any of the rights or remedies provided for hereunder or under applicable law, without further notice, motion or application to, hearing before, or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law law. Both the Interim Financing Order and the Final Financing Order shall provide that good, sufficient and proper notice thereof and the proper notice for (i) of the motion seeking approval of the Financing Documents and the Interim Order and Final Orderthis Agreement, (ii) the hearing for the to consider approval of the Interim Financing Order, and (iii) the hearing for the to consider approval of the Final Financing Order, has been given by Borrower. Borrower shall give, on a timely basis as specified in the Financing Orders, all notices required to be given to all parties specified in the Financing Orders. (b) After the entry of the Interim Financing Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Financing Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against Borrower and each of the Borrowers other Credit Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 504(a), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseCode, as provided under the Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, subject as to priority only, only to the Carve-OutOut Reserve. (c) After the entry of the Interim Financing Order and pursuant to to, and to the extent provided in in, the Interim Financing Order and the Final Financing Order, the Obligations will be secured by a valid and perfected first priority Lien having on all the priority described in Collateral, subject to no prior Liens other than Permitted Senior Liens and the OrdersCarve-Out Reserve. (d) The Interim Financing Order (with respect to the period prior to entry of the Final OrderFinancing Order Date) or the Final Financing Order (with respect to the period on and after entry of the Final OrderFinancing Order Date), as the case may be, is in full force and effect and has not been reversed, stayed, vacated, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder, without further application to or reversed or stayedorder by the Bankruptcy Court, subject to Required Notice pursuant to Section 9.1.

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law Applicable Law and proper notice thereof and the proper notice for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, and (iiiz) the hearing for the approval of the Final Order has been or will be given. Borrower shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases Case having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, 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, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, only to the Carve-OutOut Expenses as set forth in the Interim Order and the Final Order. (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 Obligations will be secured by a valid and perfected Lien having on all Collateral, subject, as to priority, only to the priority described Carve-Out Expenses up to the Carve-Out Amount as set forth in the OrdersInterim Order and the Final Order. (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, modified or amended (without the express written consent of Lender). (e) Notwithstanding the Administrative Agent provisions of Section 362 of the Bankruptcy Code, and subject to the Lendersapplicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity (whether by acceleration or reversed otherwise) of any of the Obligations, Lender shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or stayedunder Applicable Law, without further application to or order by the Bankruptcy Court.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, Order and (iii) the hearing for the approval of the Final OrderOrder has been given. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 504(a), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseCode, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, only to the Carve-OutCarve Out Reserve. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described Collateral, subject, as to priority, only to Liens in favor of Kimco on the OrdersKimco Priority Collateral. (d) The Interim Order (with respect to the period prior to entry of the Final OrderOrder Date) or the Final Order (with respect to the period on and after entry of the Final OrderOrder Date), as the case may be, is in full force and effect and has not been reversed, stayed, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder, without further application to or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, Order was given and (iii) proper notice for the hearing for the approval of the Final OrderOrder will be given. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases Case having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 504(a), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseCode, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, only to the Carve-OutOut Amount and the Senior Claims (PROVIDED, HOWEVER, that the Carve-Out Expenses up to the Carve-Out Amount has priority over the liens of the Prior Lenders). (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described in the OrdersCollateral. (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, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder, without further application to or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) ‌ The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice was given for (ix) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (iiy) the hearing for the approval entry of the Interim Order, Order and (iiiz) the hearing for the approval entry of the Final Order. (b) . The Debtors shall give, on a timely basis as specified in the DIP Orders, all notices required to be given to all parties specified in the DIP Orders. After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers each Credit Party now existing or hereafter arising, arising of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, subject only to the Carve-Out. (c) Out and the priorities set forth in the Interim Order or the Final Order, as applicable. After the entry of the Interim Order (and the Final Order when applicable) and pursuant to and to the extent provided in the Interim Order and the Final Order, as applicable, the Obligations will be automatically secured by a valid and perfected first priority Lien having on all of the priority described Collateral, (i) encumbered by no Liens other than Liens permitted by Section 6.2 and (ii) prior and superior to any other Person or Lien, in each case, other than the Carve-Out and subject to the priorities set forth in the Orders. (d) Interim Order or the Final Order, as applicable. The Interim Order (with respect to the period prior to the entry of the Final Order) or the Final Order (with respect to the period on and after the 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), modified or amended without the written consent of the Administrative Agent. 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 DIP Maturity Date (whether by acceleration or otherwise), the Administrative Agent, Collateral Agent and Lenders shall be entitled to immediate payment of such Obligations in cash and to enforce the Lendersremedies provided for hereunder or under applicable law, without further notice, motion or application to, hearing before, or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, Order and (iii) the hearing for the approval of the Final OrderOrder has been given. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 504(a), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseCode, as provided under Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, as to priority only, only to the Carve-OutCarve Out Reserve and provided that all such claims shall be pari passu with all allowed administrative expense claims under the Additional DIP. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described Collateral, subject, as to priority, only to Liens in favor of the OrdersAdditional DIP Lenders on the Additional DIP Collateral and the Liens permitted pursuant to Section 6.26(i). (d) The Interim Order (with respect to the period prior to entry of the Final OrderOrder Date) or the Final Order (with respect to the period on and after entry of the Final OrderOrder Date), as the case may be, is in full force and effect and has not been reversed, stayed, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder, without further application to or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice was given for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, Order and (iiiz) the hearing for the approval of the Final Order. The Debtors shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over any and all administrative expense claims claims, unsecured claims, costs and unsecured claims expenses against the Borrowers now Debtors or their estates in any of the Chapter 11 Cases (or any subsequent proceeding or case under the Bankruptcy Code), at any time existing or hereafter arising, of any kind or nature whatsoever, including, without limitation, all administrative expense claims expenses of the kind kinds specified in or ordered pursuant to Bankruptcy Code Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 726546(d), 726 (to the extent permitted by law), 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseotherwise and shall at all times be senior to the rights of the Debtors, as provided any Debtor’s estate and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, only to (i) the Carve-Out Expenses up to the Carve-OutOut Amount and (ii) the Indenture Superpriority Claim solely with respect to perfected Indenture Liens in Note Lien Collateral. (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 Obligations will be secured by a valid and perfected First Priority Lien having on all of the priority described in the OrdersCollateral. (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 modified reversed, stayed or amended (without the consent of the Administrative Agent Agents) modified or amended. (e) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the entry and the Lendersapplicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity (whether by acceleration or reversed otherwise) of any of the Obligations, the Agents and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or stayedunder applicable law, without further application to or order by the U.S. Bankruptcy Court; provided, however, that during the five (5) Business Days following the Termination Declaration Date (i) the US Borrowers may use cash collateral to pay payroll and other expenses critical to keep the business of the Debtors operating in accordance with the Budget and (ii) the Borrowers and any Committee shall be entitled to an emergency hearing before the U.S. Bankruptcy Court for the sole purpose of contesting whether an Event of Default has occurred and/or is continuing.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for of (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, and (iiiz) the hearing for the approval of the Final Order will be given; provided that the Borrower shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower and other Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the Collateral, subject, as to priority described in only, to the OrdersCarve-Out. (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, modified or amended without the consent Administrative Agent’s and Lenders’ consent. (e) The DIP Budget, each Variance Report, each Thirteen Week Forecast and all projected consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries delivered to the Administrative Agent and were prepared in good faith on the Lendersbasis of the assumptions stated therein, which assumptions were believed in good faith by the Borrower to be fair in light of the conditions existing at the time of delivery of such report or reversed or stayedprojection.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, and (iiiz) the hearing for the approval of the Final Order will be given. The Borrowers shall give 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-OutOut and, solely to the extent required by the Intercreditor Agreement, the ABL DIP Credit Obligations. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the Collateral, subject, as to priority described in only, to the OrdersCarve-Out and the ABL DIP Credit Priority Collateral. (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, modified or amended without the consent of the Administrative Agent Agent’s and the Lenders, or reversed or stayed’ consent.

Reorganization Matters. (a) The Chapter 11 Bankruptcy Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for has been given of (i) the motion seeking approval of the Financing Credit Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) promptly after the scheduling thereof, the hearing for the approval of the Final Order. The Debtors shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Bankruptcy Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections sections 105, 326, 328, 330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c)546, 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, only to the Carve-Out. (c) After From and after the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Liens securing the Obligations will continue to be secured by a valid and enforceable perfected Lien having Liens on all of the priority described Collateral of the Debtors in the Orderspriorities described therein and in Section 4.25 hereof. (d) The Interim Order (with respect to the period prior to the time and date of 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, modified or amended without (other than with the consent of the Administrative Agent and the Lenders, or reversed or stayedRequisite Lenders in their sole discretion).

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) the hearing for the approval of the Final OrderOrder has been given. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases Case having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c) (Section 506(c) being subject to the Final Order), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Carve Out. (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 Obligations will be secured by a valid and perfected Lien having the priority described in the Orders. (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 modified or amended without the consent of the Administrative Agent and the Required Lenders, or reversed or stayed.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Orderinterim order, and (iiiz) the hearing for the approval of the Final Order. Borrowers shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, 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, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, only to the Carve-OutOut Expenses up to the Carve-Out Amount. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described in the OrdersCollateral. (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, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, and subject to the applicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder or under applicable law, without further application to or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. HOUSTON\2261364 (a) The Chapter 11 Cases were commenced Borrower shall give, on the Petition Date a timely basis as specified in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and the Final Order, (ii) as the hearing for the approval of case may be, all notices required to be given to all parties specified in the Interim Order, Order and (iii) the hearing for the approval of the Final Order, as the case may be. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims claims, secured, and unsecured claims against Borrower and each of the Borrowers other Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwiseCode, as provided under the Section 364(c)(l364(c)(1) of the Bankruptcy Code, subject, subject as to priority only, only to the Carve-OutCarve Out and Other Prepetition Liens. (c) After the entry of the Interim Order and pursuant to to, and to the extent provided in in, the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected First Priority Lien having on the priority described in U.S. Collateral, subject to no prior Liens other than Other Prepetition Liens and the OrdersCarve Out. (d) The Interim Order (with respect to the period prior to the 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, vacated, modified or amended without amended. (e) Notwithstanding the consent provisions of Section 362 of the Bankruptcy Code, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder, without further application to or reversed or stayedorder by the Bankruptcy Court.

Reorganization Matters. (a) The Prepackaged Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, and (iiiz) the hearing for the approval of the Final Order will be given. Borrower shall give, 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 solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Prepackaged Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out. (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 Obligations will be secured by a valid and perfected first priority Lien having on all of the Collateral, subject, as to priority described in only, to the OrdersCarve-Out, the Pari Passu Replacement Liens and the Non-Primed Liens. (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, modified or amended without the consent of the Administrative Agent Agent’s and the Lenders, or reversed or stayed’ consent.

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final OrderFinancing Orders, (iiy) the hearing for the approval of the Interim Order, Order and (iiiz) the hearing for the approval of the Final OrderOrder has been given. Borrowers shall give, on a timely basis as specified in the Financing Orders, all notices required to be given to all parties specified in the Financing Orders. (b) The Canadian Proceedings were commenced on March 10, 2009 in accordance with applicable law and proper notice thereof and proper notice for (x) the motion and hearing seeking recognition of the Chapter 11 Case pursuant to Section 18.6 of the CCAA and the approval of the Chapter 11 Recognition Order and (y) the motion and hearing seeking the approval of the DIP Recognition Order has been given. (c) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases Case having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, 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, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-OutOut Amount. (cd) After the entry of the Interim Order (and the DIP Recognition Order with respect to the Canadian Borrowing Base Guarantor) and pursuant to and to the extent provided in the Interim Order and the Final OrderOrder and the Canadian Orders, the Obligations will be secured by a valid and perfected first priority Lien having on all of the priority described in Collateral subject to the terms of the Intercreditor Agreement and the Financing Orders. (de) 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, modified or amended without amended. (f) Notwithstanding the consent provisions of Section 362 of the Administrative Bankruptcy Code, and subject to the applicable provisions of the Interim Order, the Final Order or the Canadian Orders, as the case may be, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the Lendersremedies provided for hereunder or under applicable law, without further application to or reversed order by the Bankruptcy Court or stayedthe Canadian Court, as applicable, subject to the terms of the Loan Documents.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for has been given of (ix) the motion seeking approval of the Financing Loan Documents and the Interim Order and Final Order, (iiy) the hearing for the approval of the Interim Order, and (iiiz) promptly after the scheduling thereof, the hearing for the approval of the Final Order. (b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 328, 330, 331, 503(b503(a), 506(c503(b), 507(a), 507(b), 546(c)546, 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise1114, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, only to the Carve-Out. (c) After , in the entry of the Interim Order and pursuant to and to the extent provided priorities set forth in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected Lien having the priority described in the Orders. (dc) 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, modified or amended without the consent of the Administrative Agent and the Lenders, or reversed or stayedamended.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing hearings for the approval of the Interim OrderOrder and the Final Order has been given. The Debtors shall give, and (iii) on a timely basis as specified in the hearing for the approval of 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 Order (pursuant to and solely to the extent permitted in the Interim Order Order) and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all Trust Estate Liens, 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, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to (i) the Carve-OutOut upon the occurrence and during the continuance of an Event of Default and (ii) the Permitted Priority Liens. (c) After the entry of the Interim Order and (pursuant to and to the extent provided in the Interim Order Order) and the Final Order, the Obligations will be secured by a valid and perfected Lien having on all of the Collateral owned by the Debtors at all times senior to the Trust Estate Liens and have the priority described set forth in Section 2.15(b) or (c) hereof, as applicable, and be subject, as to priority only, to (i) the OrdersCarve-Out upon the occurrence and during the continuance of an Event of Default and (ii) the Permitted Priority Liens. (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 will be in full force and effect and has not been modified reversed, stayed, modified, vacated or amended without the prior written consent of the Administrative Required Lenders. (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, if applicable) upon the maturity (whether by acceleration or otherwise) of any of the Obligations, the Agent and the LendersLenders shall be entitled to immediate payment of such Obligations and, upon five (5) Business Days’ prior written notice to the Borrower, to enforce the remedies provided for hereunder or reversed under applicable law, without further application to or stayedorder by the Bankruptcy Court.