Common use of Reorganization Matters Clause in Contracts

Reorganization Matters. (a) The Chapter 11 Case was commenced on the Petition Date in accordance with applicable law and proper notice thereof and proper notice of the hearings to consider entry of the Interim Order and all other First Day Orders have been given and of the hearings to consider entry of the Final Order will be given. (b) After the entry and issuance of the Orders, as applicable, the Obligations of the Debtors will constitute allowed administrative expense claims in the Chapter 11 Case, subject to the Carve-Out, having priority over all administrative expense claims and unsecured claims against Borrower now existing or hereafter arising, of any kind whatsoever, to the extent provided, and as more fully set forth, in the Orders. (c) After the entry of the Orders, as applicable, the Obligations will be secured by valid and perfected Liens on all of the Collateral, subject to the Carve-Out and such Liens shall have the priorities set forth in the Orders and the other Loan Documents. (d) Notwithstanding any failure on the part of the Lenders or the Agent to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents, the Interim Order, the Final Order (when entered) and the Canadian Orders (when issued and only to the extent a CCAA Case shall then be pending) shall automatically, and without further action by any Person, perfect such Liens and security interests against the Collateral; provided however that the Lenders or the Agent may take additional steps or require the Credit Parties to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents. (e) The Interim Order (on and after the date which is three (3) Business Days after the date of the Interim Order) or the Final Order (with respect to the period on and after entry of the Final Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), 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 the Agent and Majority Lenders. (f) 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) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), notwithstanding the provisions of Section 362 of the Bankruptcy Code and the terms of the Canadian Stay Order (to the extent a CCAA Case shall then be pending), upon the Maturity Date, the Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder and under the other Loan Documents, without further application to or order by the Bankruptcy Court, as more fully set forth in the Interim Order, the Final Order and the Canadian Orders (to the extent a CCAA Case shall then be pending).

Reorganization Matters. (a) The Chapter 11 Case was Cases were commenced on the Petition Date in accordance in all material respects with applicable law and proper notice thereof and the proper notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and, as applicable, the Final Order, (y) the hearing for the approval of the Interim Order, and (z) when applicable, the hearing for the approval of the Final Order will be given; provided that 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) The Recognition Proceedings were commenced on the Petition Date in accordance with all applicable law and proper notice thereof and the proper notice of (x) the hearings to consider entry of application for the Interim Recognition Order, the Initial Recognition Order and all other First Day Orders have been given the Supplemental Order, (y) the hearing for the Interim DIP Recognition Order, and of (z) the hearings to consider entry of hearing for the Final DIP Recognition Order will be given. (b) After , provided that the entry and issuance of Borrowers shall give, on a timely basis, all notices required to be given in connection with the OrdersInterim DIP Recognition Order or the Final DIP Recognition Order, as applicable, the Obligations of the Debtors will constitute allowed administrative expense claims in the Chapter 11 Case, subject to the Carve-Out, having priority over all administrative expense claims and unsecured claims against Borrower now existing or hereafter arising, of any kind whatsoever, to the extent provided, and as more fully set forth, in the Orders. (c) After the entry of the OrdersInterim Order (and subject to the terms therein), as applicableand with respect to Collateral in Canada, the Interim DIP Recognition Order and pursuant to and to the extent provided in the Interim Order and the Interim DIP Recognition Order, the Obligations will be secured by a valid and perfected Liens first priority Lien on all of the Collateral, subject subject, as to priority only, to the Carve-Out Out, the Permitted Prepetition Liens (as defined in the Interim Order), the Macquarie Adequate Protection Claims (as defined in the Interim Order) and such Liens shall have the priorities as otherwise set forth in the Orders and the other Loan Documentsapplicable DIP Order. (d) Notwithstanding any failure on The Interim Order and the part of the Lenders or the Agent to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant Interim DIP Recognition Order (with respect to the Guaranty and Security Agreement or the Canadian Documents, the Interim Order, period prior to entry of the Final Order (when entered) and the Canadian Orders (when issued and only to the extent a CCAA Case shall then be pending) shall automatically, and without further action by any Person, perfect such Liens and security interests against the Collateral; provided however that the Lenders or the Agent may take additional steps or require the Credit Parties to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents. (e) The Interim Order (on and after the date which is three (3) Business Days after the date of the Interim Final DIP Recognition Order) or the Final Order and the Final DIP Recognition Order (with respect to the period on and after entry of the Final Order and the Final DIP Recognition Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), as the case may be, is in full force and effect and has not been reversed, stayed, modified, varied modified or amended in an adverse manner without the consent of the Agent and Majority Required Lenders’ consent. (fe) After the entry Each DIP Budget and all projected consolidated balance sheets, income statements and cash flow statements of the Interim Order (with respect Borrower and its Subsidiaries delivered to the period prior to entry Administrative Agent were prepared in good faith on the basis of the Final Order) or assumptions stated therein, which assumptions were believed in good faith by the Final Order (with respect Borrower to the period on and after entry be fair in light of the Final Order) or conditions existing at the Canadian Orders (with respect to the period on and after issuance time of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), notwithstanding the provisions of Section 362 of the Bankruptcy Code and the terms of the Canadian Stay Order (to the extent a CCAA Case shall then be pending), upon the Maturity Date, the Agent and Lenders shall be entitled to immediate payment delivery of such Obligations and to enforce the remedies provided for hereunder and under the other Loan Documents, without further application to report or order by the Bankruptcy Court, as more fully set forth in the Interim Order, the Final Order and the Canadian Orders (to the extent a CCAA Case shall then be pending)projection.

Reorganization Matters. (a) The Chapter 11 Case was Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and proper notice of the hearings to consider entry of the Interim Order and all other First Day Orders have has been given and proper notice of the hearings hearing to consider entry of the Amended Final Order will be given. (ba) After the entry and issuance of the OrdersInterim Order and the Amended Final Order, as applicable, the Obligations of the Debtors will constitute allowed administrative expense claims in each of the Chapter 11 Case, subject to the Carve-Out, Cases having priority over all administrative expense claims and unsecured claims against each Borrower and each Subsidiary Guarantor now existing or hereafter arising, of any kind whatsoever, to the extent provided, provided and as more fully set forth, forth in the OrdersInterim Order and the Amended Final Order. (c) After the entry of the Orders, as applicable, the Obligations will be secured by valid and perfected Liens on all of the Collateral, subject to the Carve-Out and such Liens shall have the priorities set forth in the Orders and the other Loan Documents. (d) Notwithstanding any failure on the part of the Lenders or the Agent to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents, the Interim Order, the Final Order (when entered) and the Canadian Orders (when issued and only to the extent a CCAA Case shall then be pending) shall automatically, and without further action by any Person, perfect such Liens and security interests against the Collateral; provided however that the Lenders or the Agent may take additional steps or require the Credit Parties to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents. (eb) The Interim Order (on and after the date which is three (3) Business Days after the date of with respect to the Interim OrderPeriod) or the Amended Final Order (with respect to the period on and after entry of following the Final Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)Interim Period), 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 the Administrative Agent and Majority the Required Lenders. (fc) With respect to any Credit Extension following the Interim Period, the Bankruptcy Court shall have entered the Amended Final Order no later than thirty (30) days after the entry of the Interim Order, in form and substance satisfactory to the Administrative Agent (A) authorizing and approving the DIP Facility, the Loan Documents and the transactions contemplated hereby and by the other Loan Documents, including, without limitation, the granting of the superpriority status, security interests and liens, and the payment of all fees, referred to herein, in any other Loan Document and in the Fee Letters and (B) lifting the automatic stay to permit the Loan Parties to perform their obligations and the Administrative Agent and the Lenders to exercise their rights and remedies with respect to the DIP Facility, this Agreement and the other Loan Documents, which Amended Final Order shall be in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent and the Required Lenders. All orders entered by the Bankruptcy Court pertaining to cash management, adequate protection and the DIP Facility shall, and all other motions and documents filed or to be filed with, and submitted to, the Bankruptcy Court in connection therewith shall be in form and substance reasonably satisfactory to Administrative Agent. The Prepetition Agent under the Prepetition Credit Agreement, the Prepetition Lenders and the Original Lenders shall not have objected to the entry of the Amended Final Order (or if they have objected, shall have agreed to withdraw such objection); and pursuant to the terms of the Amended Final Order, the automatic stay shall have been modified to permit the creation and perfection of the Secured Parties’ Liens and security interests and shall have been automatically vacated to permit enforcement of the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents. (d) After the entry of the Interim Order (with respect to the period prior to entry of the Final OrderInterim Period) or the Amended Final Order (with respect to the period on and after entry of following the Final Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)Interim Period), notwithstanding the provisions of Section 362 of the Bankruptcy Code and the terms of the Canadian Stay Order (to the extent a CCAA Case shall then be pending)Code, upon the Stated Maturity DateDate (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 and under the other Loan Documents, without further application to or order by the Bankruptcy Court, as more fully set forth in and subject to the Interim Order, the Final Order and the Canadian Orders (to the extent a CCAA Case shall then be pending)Amended Final Order.

Reorganization Matters. (a) The Chapter 11 Case was Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and proper notice of the hearings to consider entry of the Interim DIP Order and all other First Day Orders have has been given and of the hearings to consider entry of the Final Order will be given. (ba) After the entry and issuance of the Orders, as applicableDIP Order, the Obligations of the Debtors will constitute allowed administrative expense claims in each of the Chapter 11 Case, subject to the Carve-Out, Cases having priority over all administrative expense claims and unsecured claims against each Borrower and each Subsidiary Guarantor now existing or hereafter arising, of any kind whatsoever, to the extent provided, provided and as more fully set forth, forth in the OrdersDIP Order. (c) After the entry of the Orders, as applicable, the Obligations will be secured by valid and perfected Liens on all of the Collateral, subject to the Carve-Out and such Liens shall have the priorities set forth in the Orders and the other Loan Documents. (d) Notwithstanding any failure on the part of the Lenders or the Agent to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents, the Interim Order, the Final Order (when entered) and the Canadian Orders (when issued and only to the extent a CCAA Case shall then be pending) shall automatically, and without further action by any Person, perfect such Liens and security interests against the Collateral; provided however that the Lenders or the Agent may take additional steps or require the Credit Parties to perfect, maintain, protect or enforce any Liens and security interests in the Collateral granted pursuant to the Guaranty and Security Agreement or the Canadian Documents. (eb) The Interim DIP Order (on and after the date which is three (3) Business Days after the date of the Interim Order) or the Final Order (with respect to the period on and after entry of the Final Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), 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 the Administrative Agent and Majority the Required Lenders. (fc) The Bankruptcy Court shall have entered the DIP Order in form and substance satisfactory to the Administrative Agent (A) authorizing and approving the DIP Facility, the Loan Documents and the transactions contemplated hereby and by the other Loan Documents, including, without limitation, the granting of the superpriority status, security interests and liens, and the payment of all fees, referred to herein and in any other Loan Document and (B) lifting the automatic stay to permit the Loan Parties to perform their obligations and the Administrative Agent and the Lenders to exercise their rights and remedies with respect to the DIP Facility, this Agreement and the other Loan Documents, which DIP Order shall be in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent and the Required Lenders. All orders entered by the Bankruptcy Court pertaining to cash management, adequate protection and the DIP Facility shall, and all other motions and documents filed or to be filed with, and submitted to, the Bankruptcy Court in connection therewith shall be in form and substance reasonably satisfactory to Administrative Agent. The Prepetition Agent under the Prepetition Credit Agreement, the Prepetition Lenders, the Original Administrative Agent and the Original Lenders shall not have objected to the entry of the DIP Order; and pursuant to the terms of the DIP Order, the automatic stay shall have been modified to permit the creation and perfection of the Secured Parties’ Liens and security interests and shall have been automatically vacated to permit enforcement of the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents. (d) After the entry of the Interim Order (with respect to the period prior to entry of the Final DIP Order) or the Final Order (with respect to the period on and after entry of the Final Order) or the Canadian Orders (with respect to the period on and after issuance of each of the Canadian Orders (to the extent a CCAA Case shall then be pending)), notwithstanding the provisions of Section 362 of the Bankruptcy Code and the terms of the Canadian Stay Order (to the extent a CCAA Case shall then be pending)Code, upon the Maturity DateDIP 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 and under the other Loan Documents, without further application to or order by the Bankruptcy Court, as more fully set forth in the Interim Order, the Final Order and the Canadian Orders (subject to the extent a CCAA Case shall then be pending)DIP Order.