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 notice thereof as well as notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, and (y) the hearing for the approval of the Interim Order, and (z) the hearing for the approval of the Final Order, in each case was properly given in accordance with applicable law. (b) 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 on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”). (c) 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 has not been reversed, stayed, modified or amended. (d) Notwithstanding the provisions of Section 362 of the 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 remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court. (e) The Borrower has given (and shall give) on a timely basis as specified in the Interim Order or the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.

Reorganization Matters. (a) The Chapter 11 Cases were Each Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof as well as and the proper notice of for (xi) the motion motions seeking approval of the Loan Documents and Note Documents, the Interim Order and the Final Order, and (yii) the hearing hearings for the approval of the Interim Order, and (ziii) the hearing hearings for the approval of the Final Order will be given. Each Note Party 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 each case was properly given in accordance with applicable lawthe Interim Order or Final Order, as applicable. (b) After From and after the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Cases having priority over all administrative expense claims and unsecured claims against the Note 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), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve Out. (c) 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 Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject subject, as to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate priority only, to the Liens under Carve Out and the Loan Documents priorities set forth in accordance with Section 6.7 or the definition of “Permitted Encumbrances”)1.12. (cd) 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 has not been reversed, stayed, modified or amendedamended without the Agent’s and Required Purchasers’ consent. (d) Notwithstanding the provisions of Section 362 of the 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 remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court. (e) The Borrower has given (and shall give) on a timely basis as specified in the Interim Order or the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof as well as and proper notice of (x) the motion seeking approval hearings to consider entry of the Loan Documents and the Interim Order has been given and Final Order, and (y) proper notice of the hearing for the approval of the Interim Order, and (z) the hearing for the approval to consider entry of the Final Order, in each case was properly given in accordance with applicable lawOrder will be given. (b) After the entry of the Interim Order and pursuant the Final Order, as applicable, the Obligations will constitute allowed administrative expense claims in each of the Chapter 11 Cases (other than Chapter 11 Cases relating to the LandCo Subsidiaries) having priority over all administrative expense claims and unsecured claims against Borrower and each of the Guarantors now existing or hereafter arising, of any kind whatsoever, to the extent provided and as more fully set forth in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”). (c) The Interim Order (with respect to the period prior to entry of the Final OrderInterim Period) or the Final Order (with respect to the period on and after entry of following the Final OrderInterim Period), as the case may be, is in full force and effect and has not been reversed, stayed, modified modified, varied or amendedamended without the consent of the Required Lenders. (d) Notwithstanding After the entry of the Interim Order (with respect to the Interim Period) or the Final Order (with respect to the period following the Interim Period), notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity Maturity Date (whether by acceleration or otherwise) of any of the Obligations, Agent the Agents and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or and under applicable lawthe other Loan Documents, without further application to or order by the Bankruptcy Court. (e) The Borrower has given (, as more fully set forth in and shall give) on a timely basis as specified in subject to the Interim Order or and the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law commenced, and notice thereof as well as notice of (x) the motion seeking approval of the DIP Loan Documents and entry of the Interim Order proposed Orders was filed with the Bankruptcy Court, in each case in accordance with the Bankruptcy Code and Final Orderthe Bankruptcy Rules, and (y) proper notice thereof and proper notice of the hearing for the approval of the Interim OrderOrder has been given. The Obligors shall give, and (z) 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 each case was properly given in accordance with applicable lawthe Interim Order or Final Order, as applicable. (b) 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 on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”). (c) 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 amendedamended without the prior written consent of the Required DIP Lenders unless such modification or amendment affects the DIP Lenders in any adverse respect, in which case the consent of all DIP Lenders shall be required. (dc) Notwithstanding the provisions of Section section 362 of the 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, the Administrative Agent and DIP Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder hereunder, under the other DIP Loan Documents or under applicable law, without further application to or order by the Bankruptcy Court, subject to the terms of the DIP Loan Documents. (ed) The Borrower None of the Orders has given (and shall give) on a timely basis as specified in been reversed, modified, vacated or stayed, except with the Interim Order or prior written consent of the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectivelyRequired DIP Lenders.

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof as well as and proper notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, and (y) the hearing for the approval hearings to consider entry of the Interim Order, Orders has been given and (z) proper notice of the hearing for the approval hearings to consider entry of the Final Order, in each case was properly given in accordance with applicable lawOrder will be given. (b) After the entry of the Interim Order and pursuant to the Final Order, as applicable, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Case having priority over all administrative expense claims and unsecured claims against Borrower, of any kind whatsoever, to the extent provided and as more fully set forth in the Interim Order and the Final Order. (c) After the entry of the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien Liens on all of the Collateral, subject to Permitted and such Liens shall have the priorities set forth in the Interim Order, the Final Order and the other Credit Documents (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 d) The Interim Order or the definition Final Order, as the case may be, is in full force and effect and has not been reversed, stayed, modified, varied or amended without the consent of “Permitted Encumbrances”)each of Administrative Agent and Lead Lenders. (ce) The After the entry of 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 has not been reversed, stayed, modified or amended. (d) Notwithstanding notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity Maturity Date (whether by acceleration or otherwise) of any of the Obligations, Agent the Agents and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or and under applicable lawthe other Credit Documents, without further application to or order by the Bankruptcy Court. (e) The Borrower has given (and shall give) on a timely basis , as specified more fully set forth in the Interim Order or and the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.

Reorganization Matters. (a) The Chapter 11 Cases were Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof as well as and the proper notice of for (x) the motion seeking approval of the Loan Documents and the Interim Order and the Final Order, and (y) the hearing for the approval of the Interim Order, Order and (z) the hearing for the approval of the Final Order, in each case was properly given in accordance with applicable law. (b) 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 on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”). (c) 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 has not been reversed, stayed, modified or amended. (d) Notwithstanding the provisions of Section 362 of the 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 remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court. (e) given. The Borrower has given (and shall give) give on a timely basis as specified in the Interim Order or the Final Order, as the case may beapplicable, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectivelyas applicable. (b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, as applicable, the Obligations will constitute allowed Superpriority Claims in the Chapter 11 Case having priority over all administrative expense claims and unsecured claims against the Borrower now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in sections 326, 330, 331, 503(b), 507(a), 507(b), 726, or any other provision of the Bankruptcy Code or otherwise, as provided under section 364(c)(1) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out. (c) The DIP Order is in full force and effect and has not been reversed, stayed, modified or amended without the Agent’s consent. (d) The Approved Budget and all projected consolidated balance sheets, income statements and cash flow statements of the Borrower delivered to the Agent and the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed in good faith by the Borrower to be reasonable in light of the conditions existing at the time of delivery of such report or projections (it being understood that any projections or estimates made in the items described in this subsection (d) are not to be viewed as facts and are subject to significant uncertainties and contingencies, that no assurance can be given that any such projections or estimates will be realized, that actual results may differ from projected results and such differences may be material).

Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof as well as and proper notice of (x) the motion seeking approval hearings to consider entry of the Loan Documents and the Interim Order has been given and Final Order, and (y) proper notice of the hearing for the approval of the Interim Order, and (z) the hearing for the approval to consider entry of the Final Order, in each case was properly given in accordance with applicable lawOrder will be given. (ba) After the entry of the Interim Order and pursuant to the Final Order, as applicable, except for the Carve-Out the Obligations will constitute allowed administrative expense claims in each of the Cases having priority over all administrative expense claims and unsecured claims against the Debtors now existing or hereafter arising, of any kind whatsoever, to the extent provided and as more fully set forth in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”). (cb) The Interim Order (with respect to the period prior to entry of the Final OrderInterim Period) or the Final Order (with respect to the period on and after entry of following the Final OrderInterim Period), as the case may be, is in full force and effect and has not been reversed, stayed, modified modified, varied or amendedamended without the consent of the Administrative Agent and the Lenders. (dc) Notwithstanding After the entry of the Interim Order (with respect to the Interim Period) or the Final Order (with respect to the period following the Interim Period), notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity DIP Facility Termination Date (whether by acceleration or otherwise) of any of the Obligations, the Administrative Agent and the Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or and under applicable lawthe other Loan Documents with respect to the First Lien Collateral, without further application to or order by the Bankruptcy Court. (e) The Borrower has given (, as more fully set forth in, and shall give) on a timely basis as specified in subject to, the Interim Order or and the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.