Common use of Reservation of Certain Third Party Rights and Bar of Challenges and Claims Clause in Contracts

Reservation of Certain Third Party Rights and Bar of Challenges and Claims. (a) Each stipulation, admission, and agreement contained in this Interim Order including, without limitation, the Debtors’ stipulations set forth in paragraph E hereof (collectively, the “Stipulations”), shall be binding on the Debtors upon entry of this Interim Order. The Stipulations shall be binding on any successor to the Debtors (including, without limitation, any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors in the Chapter 11 Cases or any Successor Cases) under all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Challenges (as defined below) as of the Petition Date. (b) Upon expiration of the Challenge Period (as defined below), the Stipulations shall be binding upon all other parties in interest (including without limitation, any Committee, if appointed) and any other person or entity acting or seeking to act on behalf of the Debtors’ estates, in all circumstances and for all purposes, unless (1) any Committee or a party in interest (in each case, to the extent requisite standing is obtained pursuant to an order of this Court entered prior to the expiration of the Challenge Period) has timely and duly filed an adversary proceeding or contested matter (subject to the limitations contained herein) (each, a “Challenge Proceeding”) by the expiration of the Challenge Period (as defined below), objecting to or challenging the amount, validity, perfection, enforceability, priority or extent of the Prepetition Obligations, the Prepetition Liens or the Prepetition Debt Documents, or otherwise asserting or prosecuting any avoidance action or any other claim, counterclaim, cause of action, objection, contest or defense (a “Challenge”) against any of the Prepetition Secured Parties, or any of their respective affiliates, subsidiaries, officers, directors, managers, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and the respective successors and assigns thereof (in each case, in their respective capacities as such), arising under, in connection with or related to the Prepetition Obligations, the Prepetition Liens or the Prepetition Debt Documents and (2) there is entered a final non-appealable order in favor of the plaintiff in any such timely filed Challenge Proceeding; provided, however, that any pleadings filed in any Challenge Proceeding shall set forth with specificity the basis for such Challenge (and any Challenges not so specified prior to the expiration of the Challenge Period shall be deemed forever, waived, released and barred). (c) Only those parties in interest who properly obtain standing and commence a Challenge within the Challenge Period may prosecute such Challenge. As to (x) any parties in interest, including any Committee, who do not obtain standing and fail to file a Challenge prior to the expiration of the Challenge Period, or if any such Challenge is filed and overruled, or (y) any and all matters that are not expressly the subject of a timely Challenge: (1) any and all such Challenges by any party (including, without limitation, any Committee, any chapter 11 trustee, any examiner or any other estate representative appointed in the Chapter 11 Cases, or any chapter 7 trustee, any examiner or any other estate representative appointed in any Successor Cases), shall be deemed to be forever waived and barred; (2) all of the findings, Debtors’ stipulations, waivers, releases, affirmations and other Stipulations hereunder as to the priority, extent, allowability, validity and perfection as to all Prepetition Obligations, Prepetition Liens and Prepetition Debt Documents, shall be of full force and effect and forever binding upon the applicable Debtors’ bankruptcy estates and all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases; (3) the Debtors’ estates, all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases shall be deemed to have released, waived and discharged the Prepetition Secured Parties (in each case, whether in their prepetition or postpetition capacity), together with each of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, from any and all claims and causes of action arising out of, based upon or related to, in whole or in part, the Prepetition Obligations; (4) the Prepetition Obligations shall constitute allowed claims and shall not be subject to any defense, claim, counterclaim, recharacterization, subordination, offset, avoidance, for all purposes in these Chapter 11 Cases and any Successor Cases; (5) the Prepetition Debt Documents shall be deemed to have been valid, as of the Petition Date, and enforceable against each of the Debtors in the Chapter 11 Cases and any Successor Cases; and (6) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests and liens, not subject to recharacterization, subordination, avoidance or other defense;

Reservation of Certain Third Party Rights and Bar of Challenges and Claims. Except as set forth below in the immediately following sentence, all of the findings, agreements, terms, provisions and conditions hereof (a) Each stipulation, admission, and agreement contained in this Interim Order including, without limitation, including the Debtors’ stipulations set forth in paragraph E hereof F of this Interim Order (collectively, the “Claims Stipulations”)), shall be immediately and irrevocably binding on all persons and entities. Notwithstanding the Debtors upon entry of foregoing, nothing in this Interim Order. The Stipulations Order shall be binding on prejudice any successor rights a Committee (or any other party with standing to the Debtors do so) may have (including, without limitation, any chapter 7 a) to object to or chapter 11 trustee appointed or elected for challenge any of the Debtors Claims Stipulations, including in relation to (i) the Chapter 11 Cases validity, extent, perfection or any Successor Cases) under all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Challenges (as defined below) as priority of the Petition Date. Prepetition Liens on the Prepetition Collateral, or (ii) the validity, allowability, priority, status or amount of the Prepetition Obligations, or (b) Upon expiration to bring suit against any of the Challenge Period (as defined below)Prepetition Secured Parties in connection with or related to the matters covered by the Claims Stipulations; provided, the Stipulations shall be binding upon all other parties in interest (including without limitation, any Committee, if appointed) and any other person or entity acting or seeking to act on behalf of the Debtors’ estates, in all circumstances and for all purposes, that unless (1) any Committee or a such other party in interest (in each casewith standing to do so, to the extent requisite standing is obtained pursuant to an order of this Court entered prior to the expiration of the Challenge Period) has timely and duly filed commences an adversary proceeding or contested matter (as applicable) raising such objection or challenge, including without limitation any claim against the Prepetition Secured Parties in the nature of a setoff, counterclaim or defense to the Prepetition Obligations (including but not limited to, those under Sections 506 (subject to the limitations contained hereinwaiver of Bankruptcy Code Section 506(c) (eachclaims as may be provided in a Final Order), a “Challenge Proceeding”) by the expiration 544, 547, 548, 549, 550 and/or 552 of the Challenge Period (as defined below), objecting to Bankruptcy Code or challenging the amount, validity, perfection, enforceability, priority or extent by way of the Prepetition Obligations, the Prepetition Liens or the Prepetition Debt Documents, or otherwise asserting or prosecuting any avoidance action or any other claim, counterclaim, cause of action, objection, contest or defense (a “Challenge”) suit against any of the Prepetition Secured Parties), or any by the date that is seventy-five (75) days following the earlier of their respective affiliates, subsidiaries, officers, directors, managers, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives (x) the date of the appointment of a Committee and (y) the date of entry of the Final Order (the period described in the immediately preceding clause shall be referred to as the “Challenge Period,” and the respective successors and assigns thereof (in each case, in their respective capacities as such), arising under, in connection with or related to date that is the Prepetition Obligations, next calendar day after the Prepetition Liens or the Prepetition Debt Documents and (2) there is entered a final non-appealable order in favor of the plaintiff in any such timely filed Challenge Proceeding; provided, however, that any pleadings filed in any Challenge Proceeding shall set forth with specificity the basis for such Challenge (and any Challenges not so specified prior to the expiration termination of the Challenge Period shall be deemed foreverreferred to as the “Challenge Period Termination Date”), waived, released and barred). (c) Only those parties in interest who properly obtain standing and commence a Challenge within upon the Challenge Period may prosecute such Challenge. As to (x) any parties in interestTermination Date, including any Committee, who do not obtain standing and fail to file a Challenge prior to the expiration of the Challenge Period, or if any such Challenge is filed and overruled, or (y) any and all matters that are not expressly the subject of a timely Challenge: (1) any and all such Challenges challenges and objections by any party (including, without limitation, any Committee, any chapter 11 trustee, any examiner or any other estate representative appointed in the Chapter 11 Cases, or any chapter Chapter 7 trustee, any examiner trustee appointed herein or any other estate representative appointed in any Successor Cases)Case, and any other party in interest shall be deemed to be forever waived and barred; (2) all , and the Prepetition Obligations shall be deemed to be an allowed secured claim within the meaning of Sections 502 and 506 of the findingsBankruptcy Code for all purposes in connection with the Cases, Debtors’ stipulations, waivers, releases, affirmations and other the Claims Stipulations hereunder as to the priority, extent, allowability, validity and perfection as to all Prepetition Obligations, Prepetition Liens and Prepetition Debt Documents, shall be of full force and effect and forever binding upon the applicable Debtors’ bankruptcy estates and on all creditors, interest holders and other parties in interest in interest. To the Chapter 11 Cases and extent any Successor Cases; (3) the Debtors’ estates, all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases shall be deemed to have released, waived and discharged the Prepetition Secured Parties (in each case, whether in their prepetition such objection or postpetition capacity), together with each of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, from any and all claims and causes of action arising out of, based upon or related to, in whole or in partcomplaint is filed, the Prepetition Obligations; (4) Claims Stipulations shall nonetheless remain binding and preclusive except to the Prepetition Obligations shall constitute allowed claims and shall not be subject to any defense, claim, counterclaim, recharacterization, subordination, offset, avoidance, for all purposes extent expressly challenged in these Chapter 11 Cases and any Successor Cases; (5) the Prepetition Debt Documents shall be deemed to have been valid, as of the Petition Date, and enforceable against each of the Debtors in the Chapter 11 Cases and any Successor Cases; and (6) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests and liens, not subject to recharacterization, subordination, avoidance such objection or other defense;complaint.

Reservation of Certain Third Party Rights and Bar of Challenges and Claims. (a) Each stipulation, admission, and agreement contained in this Interim Order including, without limitation, the The Debtors’ stipulations set forth in paragraph E hereof (collectively, the “Stipulations”), DIP Stipulations shall be binding on upon the Debtors Debtors, their estates, and each other party in interest, including the Committee, in all circumstances upon entry of this Interim Order. The Debtors’ Existing RBL Stipulations and the Debtors’ Existing Second Lien Stipulations shall be binding on upon each party in interest (other than the Debtors), including the Committee, if any, and any successor to the Debtors (including, without limitation, any chapter 7 or chapter 11 trustee appointed (or elected for any of if the Debtors in Cases are converted to cases under chapter 7 prior to the Chapter 11 Cases or any Successor Cases) under all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Challenges (as defined below) as of the Petition Date. (b) Upon expiration of the Challenge Period (as defined below), the Stipulations shall be binding upon all other parties chapter 7 trustee in such Successor Case), except to the extent and only to the extent such party in interest with standing first, commences, by the earlier of (including without limitationx) forty-five (45) calendar days after the Petition Date, (y) with respect to any Committee, if appointedwithin the earlier of (i) and any other person or entity acting or seeking to act on behalf sixty (60) calendar days of the Debtors’ estates, in all circumstances and for all purposes, unless (1) formation of any Committee or a party in interest and (ii) seventy-five (75) days from the Petition Date, which in each case, case shall be referred to as the extent requisite standing is obtained pursuant to an order of this Court entered prior to the expiration of the “Challenge Period) has timely ,” and duly filed an adversary proceeding or contested matter (subject to the limitations contained herein) (each, a “Challenge Proceeding”) by date that is the expiration next calendar day after the termination of the Challenge Period in the event that either (i) no Challenge (as defined below) is properly raised during the Challenge Period or (ii) with respect only to those parties who properly file a Challenge, such Challenge is fully and finally adjudicated, shall be referred to as the “Challenge Period Termination Date”), (A) a contested matter or adversary proceeding challenging or otherwise objecting to the admissions, stipulations, findings, or challenging releases included in the amountDebtors’ Existing RBL Stipulations and/or the Debtors’ Existing Second Lien Stipulations, validityas applicable, perfection, enforceability, priority or extent (B) a contested matter or adversary proceeding against any or all of the Prepetition Obligations, Existing RBL Secured Parties and/or the Prepetition Liens or the Prepetition Debt Documents, or otherwise asserting or prosecuting any avoidance action or any other claim, counterclaim, cause of action, objection, contest or defense (a “Challenge”) against any of the Prepetition Existing Second Lien Secured Parties, or any of their respective affiliates, subsidiaries, officers, directors, managers, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and the respective successors and assigns thereof (in each case, in their respective capacities as such), arising underapplicable, in connection with or related to the Prepetition Existing RBL Obligations and/or the Existing Second Lien Obligations, the Prepetition Liens as applicable, or the Prepetition Debt actions or inactions of any of the Existing RBL Secured Parties and/or the Existing Second Lien Secured Parties, as applicable, arising out of or related to the Existing RBL Obligations and/or the Existing Second Lien Obligations, as applicable, the Existing RBL Loan Documents and/or the Existing Second Lien Loan Documents, as applicable, including any claim against any or all of the Existing RBL Secured Parties and/or the Existing Second Lien Secured Parties, as applicable, in the nature of a “lender liability” cause of action, setoff, counterclaim, or defense to the Existing RBL Obligations and/or the Existing Second Lien Obligations, as applicable (including those under section 506, 544, 547, 548, 549, 550, and/or 552 of the Bankruptcy Code or by way of suit against any of the Existing RBL Secured Parties and/or any of the Existing Second Lien Secured Parties, as applicable) (clauses (A) and (2B) there is entered collectively, the “Challenges” and, each individually, a final “Challenge”), and second, obtains a final, non-appealable order in favor of the plaintiff such party in interest sustaining any such Challenge in any such timely timely-filed Challenge Proceeding; providedcontested matter, howeveradversary proceeding, that or other action (any pleadings filed in any Challenge Proceeding shall set forth with specificity the basis for such Challenge timely brought for which such a final and non-appealable order is so obtained, a “Successful Challenge”). If a chapter 7 trustee or a chapter 11 trustee is appointed or elected during the Challenge Period, then the Challenge Period Termination Date with respect to such trustee only, shall be the later of (and any Challenges not so specified prior to i) the expiration last day of the Challenge Period shall be deemed foreverand (ii) the date that is twenty (20) days after the date on which such trustee is appointed or elected. Except as otherwise expressly provided herein, waived, released from and barred). (c) Only those parties in interest who properly obtain standing and commence a Challenge within after the Challenge Period may prosecute such Challenge. As Termination Date and for all purposes in these Cases and any Successor Cases (and after the dismissal of these Cases or any Successor Cases), (i) all payments made to (x) any parties in interest, including any Committee, who do not obtain standing and fail to file a Challenge prior to or for the expiration benefit of the Challenge PeriodExisting RBL Secured Parties and/or the Existing Second Lien Secured Parties, as applicable, pursuant to, or if any such Challenge is filed and overruledotherwise authorized by, this Interim Order (whether made prior to, on, or after the Petition Date) shall be indefeasible and not be subject to counterclaim, set-off, subordination, recharacterization, defense, disallowance, recovery, or avoidance, (y) any and all matters that are not expressly the subject of a timely Challenge: (1ii) any and all such Challenges by any party in interest shall be deemed to be forever released, waived, and barred, (includingiii) all of the Existing RBL Obligations and/or the Existing Second Lien Obligations, without limitation, any Committee, any chapter 11 trustee, any examiner or any other estate representative appointed in the Chapter 11 Cases, or any chapter 7 trustee, any examiner or any other estate representative appointed in any Successor Cases)as applicable, shall be deemed to be forever waived and barred; (2) all fully allowed claims within the meaning of section 506 of the findingsBankruptcy Code (which claims and Liens shall have been deemed satisfied to the extent the Existing RBL Obligations are converted into Refinancing DIP Obligations as provided herein), and (iv) the Debtors’ stipulationsExisting RBL Stipulations and/or the Debtors’ Existing Second Lien Stipulations, waiversas applicable, releases, affirmations and other Stipulations hereunder as to including the priority, extent, allowability, validity and perfection as to all Prepetition Obligations, Prepetition Liens and Prepetition Debt Documentsrelease provisions therein, shall be of full force and effect and forever binding upon the applicable Debtors’ bankruptcy estates and on all creditors, interest holders and other parties in interest in the Chapter 11 these Cases and or any Successor Cases; (3) , including any Committee or chapter 11 or chapter 7 trustee. Notwithstanding the foregoing, to the extent any Challenge is timely asserted, the Debtors’ estatesExisting RBL Stipulations and/or the Debtors’ Existing Second Lien Stipulations, all creditorsas applicable, interest holders and the other parties provisions in clauses (i) through (iv) in the immediately preceding sentence shall nonetheless remain binding and preclusive on any Committee and on any other party in interest from and after the Challenge Period Termination Date, except to the extent that such Debtors’ Existing RBL Stipulations and/or the Debtors’ Existing Second Lien Stipulations, as applicable, or the other provisions in clauses (i) through (iv) of the Chapter 11 Cases immediately preceding sentence were expressly challenged in such Challenge and such Challenge becomes a Successful Challenge. The Challenge Period may be extended only with the written consent of the Existing RBL Agent in its sole discretion with respect to Challenges made in connection with the Existing RBL Obligations, and only with the written consent of the Existing Second Lien Agent in its sole discretion (at the direction of the Existing Second Lien Lenders in accordance with the Existing Second Lien Credit Agreement) with respect to Challenges made in connection with the Existing Second Lien Obligations. Notwithstanding any Successor Cases provision to the contrary herein, nothing in this Interim Order shall be deemed construed to have releasedgrant standing on or authority to any party in interest, waived and discharged including any Committee, to pursue or bring any cause of action, including any Challenge, on behalf of the Prepetition Secured Parties (Debtors or their Debtors’ estates. The failure of any party in each caseinterest, whether in their prepetition or postpetition capacity)including any Committee, together with each to obtain an order of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, from this Court prior to the Challenge Period Termination Date granting standing to bring any and all claims and causes Challenge on behalf of action arising out of, based upon or related to, in whole or in part, the Prepetition Obligations; (4) the Prepetition Obligations shall constitute allowed claims and Debtors’ estates shall not be subject a defense to any defensefailing to commence a Challenge prior to the Challenge Period Termination Date as required under this paragraph 6 or to require or permit an extension of the Challenge Period Termination Date. For the avoidance of doubt, claimas to the Debtors, counterclaimupon entry of this Interim Order, recharacterizationall Challenges, subordination, offset, avoidance, for all purposes in these Chapter 11 Cases and any Successor Cases; (5) the Prepetition Debt Documents shall be deemed right to have been validassert any Challenge, are hereby irrevocably waived and relinquished as of the Petition Date, and enforceable against each the Debtors’ Existing RBL Stipulations and/or the Debtors’ Existing Second Lien Stipulations, as applicable, shall be binding in all respects on the Debtors irrespective of the Debtors in the Chapter 11 Cases and filing of any Successor Cases; and (6) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests and liens, not subject to recharacterization, subordination, avoidance or other defense;Challenge.

Reservation of Certain Third Party Rights and Bar of Challenges and Claims. (a) Each stipulationThe stipulations, admissionadmissions, agreements, and agreement releases contained in this Interim Order Order, including, without limitation, the Debtors’ stipulations set forth in paragraph E hereof of this Interim Order (collectively, the “Stipulations”), shall be binding on upon the Debtors upon entry of this Interim Order. The Stipulations shall be binding on DIP Loan Parties and any successor to the Debtors thereto (including, without limitation, any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors DIP Loan Parties in the these Chapter 11 Cases or any Successor Cases) under in all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Challenges (as defined below) as of the Petition Date. (b) Upon expiration of the Challenge Period (as defined below), the . The Stipulations shall be binding upon all other parties in interest (including without limitation, any Committee, if appointed) and any other person or entity acting or seeking to act on behalf of the DebtorsDIP Loan Parties’ estates, in all circumstances and for all purposes, unless (1) any a Committee or a party in interest (in each case, to the extent requisite standing is obtained pursuant to an order of this Court entered prior to the expiration of the Challenge Period) Deadline (as defined below)), has timely and duly filed an adversary proceeding or contested matter (subject to the limitations contained herein) (each, a “Challenge Proceeding”) by the expiration of the Challenge Period (as defined below)Deadline, objecting to or challenging the amount, validity, perfection, enforceability, priority or extent of the Prepetition Secured Obligations, the Prepetition Liens Liens, or the Prepetition Debt Loan Documents, or otherwise asserting or prosecuting any avoidance action Avoidance Action or any other claim, counterclaim, cause of action, objection, contest contest, defense or defense other challenge (a “Challenge”) against any of the Prepetition Secured Parties, Parties or any of their respective affiliates, subsidiaries, officers, directors, managers, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and the respective successors and assigns thereof (in each case, in their respective capacities as such), arising under, in connection with or related to the Debtors, the Prepetition Secured Obligations, the Prepetition Liens Liens, or the Prepetition Debt Documents Loan Documents, and (2) there is entered a final non-appealable order in favor of the plaintiff in any such timely filed Challenge Proceeding; providedprovided that (i) as to the Debtors, however, that any and all such Challenges are hereby irrevocably waived and relinquished as of the Petition Date and (ii) any pleadings filed in any Challenge Proceeding shall set forth with specificity the basis for such Challenge (and any Challenges not so specified prior to the expiration of the Challenge Period Deadline shall be deemed forever, waived, released and barred). (cb) Only those If no such Challenge Proceeding is timely and properly filed prior to the Challenge Deadline, then, without further notice to any person or entity or order of the Court, (a) the Stipulations shall be binding on all parties in interest who properly obtain standing and commence a Challenge within the Challenge Period may prosecute such Challenge. As to (x) any parties in interest, including any Committee, who do not obtain standing and fail to file a Challenge prior to the expiration of the Challenge Period, or if any such Challenge is filed and overruled, or (y) any and all matters that are not expressly the subject of a timely Challenge: (1) any and all such Challenges by any party (including, without limitation, any Committee, any chapter 11 trustee, any examiner or any other estate representative appointed in the Chapter 11 Cases, or any chapter 7 trustee, any examiner or any other estate representative appointed in any Successor Casesif appointed), shall be deemed to be forever waived and barred; (2b) all of the findings, Debtors’ stipulations, waivers, releases, affirmations and other Stipulations hereunder as to the priority, extent, allowability, validity and perfection as to all Prepetition Obligations, Prepetition Liens and Prepetition Debt Documents, shall be of full force and effect and forever binding upon the applicable Debtors’ bankruptcy estates and all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases; (3) the Debtors’ estates, all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases shall be deemed to have released, waived and discharged the Prepetition Secured Parties (in each case, whether in their prepetition or postpetition capacity), together with each of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, from any and all claims and causes of action arising out of, based upon or related to, in whole or in part, the Prepetition Obligations; (4) the Prepetition Obligations shall constitute allowed claims and shall not be subject to any defense, claim, counterclaim, recharacterization, subordination, disgorgement, offset, avoidance, for all purposes in these Chapter 11 Cases and any Successor Cases; (5c) the Prepetition Debt Loan Documents shall be deemed to have been valid, as of the Petition Date, and enforceable against each of the Debtors DIP Loan Parties in the these Chapter 11 Cases and any Successor Cases; and (6d) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, and perfected security interests and liens, and shall not be subject to recharacterization, subordination, avoidance or other defense;; and (e) the Prepetition Secured Obligations, the Prepetition Liens and the Prepetition Loan Documents shall not be subject to any other or further claim or Challenge by any Committee (if appointed), any non-statutory committees appointed or formed in these Chapter 11 Cases or any Successor Cases or any other party in interest acting or seeking to act on behalf of the Debtors’ estates. (c) If any such Challenge Proceeding is timely and properly filed prior to the Challenge Deadline, the Stipulations shall nonetheless remain binding and preclusive (as provided in paragraph 30(b) hereof) on any Committee (if appointed) and on any other person or entity, except to the extent that such Stipulations were expressly and successfully challenged in such Challenge Proceeding as set forth in a final, non-appealable order of a court of competent jurisdiction.

Reservation of Certain Third Party Rights and Bar of Challenges and Claims. (a) Each stipulationThe Debtors’ stipulations, admissionadmissions, and agreement contained in this Interim Order including, without limitation, the Debtors’ stipulations agreements set forth in paragraph E F hereof (collectively, the “Claims Stipulations”), ) shall be irrevocably binding on the Debtors and the DIP Loan Parties immediately upon entry of this Interim DIP Order. The Claims Stipulations shall be irrevocably binding on all persons and entities, including any successor to of the Debtors (Debtors’ successors, including, without limitation, any chapter Chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors in the Chapter 11 Cases trustee, examiner, or any Successor Cases) under all circumstances and for all purposesother estate representative, and all parties-in-interest and all of their respective successors in interest and assigns, including the Debtors are deemed to have irrevocably waived and relinquished all Challenges (as defined below) as of the Petition Date. (b) Upon expiration of Committee, if any, upon the Challenge Period Termination Date (as defined below), the Stipulations shall be binding upon all other parties in interest (including without limitation, any Committee, if appointed) and any other person or entity acting or seeking to act on behalf of the Debtors’ estates, in all circumstances and for all purposes, unless (1) any Committee or a party in interest (in each case, except to the extent timely and successfully challenged as provided in this Paragraph 9; and provided that the limitations set forth in this paragraph 8 shall not apply to any Preserved Actions. Nothing in this Interim DIP Order shall prejudice any rights any party-in-interest with standing and the requisite standing is obtained pursuant authority may have (a) to an order object to or challenge any of this Court entered prior the Claims Stipulations, including in relation to (i) the validity, extent, perfection or priority of the Prepetition Term Loan First Liens on the Prepetition First Lien Term Loan Collateral or the Prepetition ABL First Liens on the Prepetition First Lien ABL Collateral, or (ii) the validity, allowability, priority, status or amount of the Prepetition First Lien Term Loan Secured Obligations or the Prepetition First Lien ABL Secured Obligations, or (b) to bring suit against any of the Prepetition First Lien Term Loan Secured Parties or the Prepetition First Lien ABL Secured Parties in connection with or related to the expiration of matters covered by the Challenge Period) has Claims Stipulations; provided that, unless any party with standing and requisite authority to do so timely commences and duly filed properly files an adversary proceeding or contested matter (subject as applicable) raising such objection or challenge, including without limitation any claim against the Prepetition First Lien Term Loan Secured Parties or the Prepetition First Lien ABL Secured Parties in the nature of a setoff, counterclaim or defense to the limitations contained hereinPrepetition First Lien Term Loan Secured Obligations or the Prepetition First Lien ABL Secured Obligations (including but not limited to, those under sections 544, 547, 548, 549, 550 and/or 552 of the Bankruptcy Code or by way of suit against any of the Prepetition First Lien Term Loan Secured Parties or the Prepetition First Lien ABL Secured Parties) (eacheach such proceeding or appropriate pleading commencing a proceeding or other contested matter, a “Challenge ProceedingChallenge”) ), by the date that is (x) with respect to any Committee, if one has been formed, the earlier of (i) sixty (60) calendar days following the formation of such Committee (if appointed within thirty (30) days of the Petition Date) and (ii) the date on which objections to confirmation of an Acceptable Plan are due (if an Acceptable Plan is confirmed and becomes effective), and (y) with respect to any other party-in-interest other than the Committee, the earlier of (i) forty-five (45) calendar days after entry of the Final DIP Order and (ii) the date on which objections to confirmation of an Acceptable Plan are due (if an Acceptable Plan is confirmed and becomes effective), (in each case, or such longer period as the Court orders for cause shown before the expiration of such period (the period described in the immediately preceding clauses (x) and (y) shall be referred to as the “Challenge Period” and the date that is the next calendar day after the termination of the Challenge Period (shall be referred to as defined belowthe “Challenge Period Termination Date”)), objecting upon the Challenge Period Termination Date, any and all such challenges and objections by any Committee, any Chapter 11 or Chapter 7 trustee appointed herein or in any Successor Case, and any other party-in-interest shall be deemed to be forever waived and barred, and the Prepetition First Lien Term Loan Secured Obligations and the Prepetition First Lien ABL Secured Obligations shall be deemed to be allowed secured claims within the meaning of sections 502 and 506 of the Bankruptcy Code for all purposes in connection with the Chapter 11 Cases, and the Claims Stipulations shall be binding on all creditors, interest holders and parties-in-interest. To the extent any such objection or challenging complaint is filed prior to the Challenge Period Termination Date, the Claims Stipulations shall nonetheless remain binding and preclusive except to the extent expressly and properly challenged in such objection or complaint. All remedies or defenses of any party with respect to any Challenge are hereby preserved. (b) Notwithstanding the foregoing, no proceeds of the DIP Facility or the DIP Collateral, the Prepetition First Lien Term Loan Collateral or the Prepetition First Lien ABL Collateral (including Cash Collateral) or the Carve-Out, may be used (i) to permit the Debtors, a Committee, or any other party-in interest, or their representatives to challenge or otherwise contest or institute any proceeding (including any investigation in connection with litigation or threatened litigation) to determine (x) the amount, validity, perfection, enforceability, extent or priority of any claim, lien, or extent security interests held or asserted by any of the Prepetition ObligationsDIP Secured Parties, the Prepetition Liens First Lien Term Loan Secured Parties or the Prepetition Debt Documents, or otherwise asserting or prosecuting any avoidance action or any other claim, counterclaim, cause of action, objection, contest or defense (a “Challenge”) against any of the Prepetition First Lien ABL Secured Parties, or any of their respective affiliates, subsidiaries, officers, directors, managers, employees, agents, financial advisors, attorneys, accountants, investment bankers, consultants, representatives and the respective successors and assigns thereof (in each case, in their respective capacities as such), arising under, in connection with or related to the Prepetition Obligations, the Prepetition Liens or the Prepetition Debt Documents and (2) there is entered a final non-appealable order in favor of the plaintiff in any such timely filed Challenge Proceeding; provided, however, that any pleadings filed in any Challenge Proceeding shall set forth with specificity the basis for such Challenge (and any Challenges not so specified prior to the expiration of the Challenge Period shall be deemed forever, waived, released and barred). (c) Only those parties in interest who properly obtain standing and commence a Challenge within the Challenge Period may prosecute such Challenge. As to (x) any parties in interest, including any Committee, who do not obtain standing and fail to file a Challenge prior to the expiration of the Challenge Period, or if any such Challenge is filed and overruled, Parties or (y) the amount, validity, or enforceability of the obligations of the Debtors under the DIP Loan Documents, the Prepetition First Lien Term Loan Documents or the Prepetition First Lien ABL Documents, (ii) to prevent, hinder or otherwise delay the DIP Secured Parties’, the Prepetition First Lien Term Loan Secures Parties’ or the Prepetition First Lien ABL Secured Parties’ assertion, enforcement or realization on the DIP Collateral, the Prepetition First Lien Term Loan Collateral or the Prepetition First Lien ABL Collateral in accordance with the Interim DIP Order, the other DIP Loan Documents, the Prepetition First Lien Term Loan Documents and the Prepetition First Lien ABL Documents, other than to seek a determination that an event of default under the DIP Credit Agreement, the Prepetition First Lien Term Loan Credit Agreement or the Prepetition First Lien ABL Credit Agreement has not occurred or is not continuing, (iii) to seek to modify any and all matters that of the rights granted to the DIP Agent, the DIP Lenders, the Prepetition First Lien Term Loan Secured Parties or the Prepetition First Lien ABL Secured Parties under the DIP Orders, the DIP Loan Documents, the Prepetition First Lien Term Loan Documents or the Prepetition First Lien ABL Documents, in each of the foregoing cases without such parties’ prior written consent, which may be given or withheld by such party in the exercise of its respective sole discretion, (iv) in requesting authorization, or supporting any request for authorization, to obtain postpetition financing (whether equity or debt) or other financial accommodations pursuant to section 364(c) or (d) of the Bankruptcy Code, or otherwise, other than from the DIP Lenders, (v) to pay any amount on account of any claims arising prior to the Petition Date unless such payments are not expressly (x) approved by an order of the subject of a timely Challenge: (1) any and all such Challenges by any party Bankruptcy Court (including, without limitation, under the DIP Orders) and (y) permitted under the DIP Loan Documents or (vi) to investigate, commence, prosecute or defend any Committeeclaim, any chapter 11 trusteemotion, any examiner or any other estate representative appointed in the Chapter 11 Casesproceeding, or cause of action, or assert any chapter 7 trusteedefense or counterclaim, against any examiner or any other estate representative appointed in any Successor Cases), shall be deemed to be forever waived and barred; (2) all of the findingsDIP Secured Parties, Debtors’ stipulations, waivers, releases, affirmations and other Stipulations hereunder as to the priority, extent, allowability, validity and perfection as to all Prepetition Obligations, Prepetition Liens and Prepetition Debt Documents, shall be of full force and effect and forever binding upon the applicable Debtors’ bankruptcy estates and all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases; (3) the Debtors’ estates, all creditors, interest holders and other parties in interest in the Chapter 11 Cases and any Successor Cases shall be deemed to have released, waived and discharged the Prepetition First Lien Term Loan Secured Parties (or the Prepetition First Lien ABL Secured Parties, each in such capacity, and their respective agents, attorneys, advisors or representatives, including, in each case, whether in their prepetition without limitation, lender liability claims or postpetition capacityclaims pursuant to section 105, 506(c), together with each 510, 544, 547, 548, 549, 550, or 552 of their respective successorsthe Bankruptcy Code, assignsapplicable non-bankruptcy law or otherwise, affiliatesprovided that, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholdersduring the Challenge Period, and employeesprior to (but not after) the delivery of a Carve-Out Trigger Notice (as defined below), from the Committee, if one is appointed, may use up to $50,000 of the proceeds of the DIP Facility, DIP Collateral (including Cash Collateral), and/or the Carve-Out to investigate (but not prosecute or initiate the prosecution of, including the preparation of any and all complaint or motion on account of), the claims and causes liens of action arising out of, based upon or related to, in whole or in part, the Prepetition Obligations; (4) First Lien Term Loan Secured Parties and the Prepetition Obligations shall constitute allowed claims and shall not be subject to any defense, claim, counterclaim, recharacterization, subordination, offset, avoidance, for all purposes in these Chapter 11 Cases and any Successor Cases; (5) the Prepetition Debt Documents shall be deemed to have been valid, as of the Petition Date, and enforceable against each of the Debtors in the Chapter 11 Cases and any Successor Cases; and (6) the Prepetition Liens shall be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests and liens, not subject to recharacterization, subordination, avoidance or other defense;First Lien ABL Secured Parties.