Common use of Rights and Remedies Upon Termination Event Clause in Contracts

Rights and Remedies Upon Termination Event. (a) Upon the occurrence and during the continuation of a Termination Event, either DIP Agent may (and any automatic stay otherwise applicable to the DIP Secured Parties, 61 whether arising under sections 105 or 362 of the Bankruptcy Code or otherwise, but subject to the terms of this Interim Order (including this paragraph) is hereby modified, without further notice to, hearing of, or order from this Court, to the extent necessary to permit each DIP Agent to, upon delivery of written notice (a “Termination Notice”) (including by e-mail) to lead restructuring counsel to the Debtors, lead restructuring counsel to the other DIP Agent, lead restructuring counsel to the other applicable DIP Secured Parties, lead restructuring counsel to any Committee, lead restructuring counsel to the Prepetition RBL Agent, lead restructuring counsel to the Prepetition Senior Secured Collateral Agent, lead restructuring counsel to the Prepetition FLMO Term Loan Agent, lead restructuring counsel to the Prepetition FLLO Term Loan Agent, lead restructuring counsel to the Prepetition Second Lien Collateral Trustee and the U.S. Trustee, (the “Remedies Notice Parties”), unless the Court orders otherwise prior to five (5) business days after delivery of such Termination Notice (such five (5) business day period, the “Remedies Notice Period”): (a) immediately terminate and/or revoke the Debtors’ right under this Interim Order and any other Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable, to use any Cash Collateral; (b) terminate the applicable DIP Facility and any applicable DIP Loan Document as to any future liability or obligation of the Senior DIP Secured Parties or Junior DIP Secured Parties, as applicable, but without affecting any of the DIP Obligations or the DIP Liens securing such DIP Obligations; (c) declare all Senior DIP Obligations or Junior DIP Obligations, as applicable, to be immediately due and payable; and (d) invoke the right to charge interest at the default rate under the Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable. Upon delivery of such Termination Notice by either DIP Agent, without further notice or order of the Court, the DIP Secured Parties’ and the Prepetition Secured Parties’ consent to use Cash Collateral and the Debtors’ ability to incur additional DIP Obligations hereunder will, subject to the expiration of the 62 Remedies Notice Period, automatically terminate and the DIP Secured Parties will have no obligation to provide any DIP Loans or other financial accommodations.

Rights and Remedies Upon Termination Event. (a) Upon the occurrence and during the continuation of a Termination Event, either DIP Agent may (and any automatic stay otherwise applicable to the DIP Secured Parties, 61 whether arising under sections 105 or 362 of the Bankruptcy Code or otherwise, but subject to the terms of this Interim Order (including this paragraph) is hereby modified, without further notice to, hearing of, or order from this Court, to the extent necessary to permit each DIP Agent to, upon delivery of written notice (a “Termination Notice”) (including by e-mail) to lead restructuring counsel to the Debtors, lead restructuring counsel to the other DIP Agent, lead restructuring counsel to the other applicable DIP Secured Parties, lead restructuring counsel to any Committee, lead restructuring counsel to the Prepetition RBL Agent, lead restructuring counsel to the Prepetition Senior Secured Collateral Agent, lead restructuring counsel to the Prepetition FLMO Term Loan Agent, lead restructuring counsel to the Prepetition FLLO Term Loan Agent, lead restructuring counsel to the Prepetition Second Lien Collateral Trustee and the U.S. Trustee, (the “Remedies Notice Parties”), unless the Court orders otherwise prior to five (5) business days after delivery of such Termination Notice (such five (5) business day period, the “Remedies Notice Period”): (a) immediately terminate and/or revoke the Debtors’ right under this Interim Order and any other Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable, to use any Cash Collateral; (b) terminate the applicable DIP Facility and any applicable DIP Loan Document as to any future liability or obligation of the Senior DIP Secured Parties or Junior DIP Secured Parties, as applicable, but without affecting any of the DIP Obligations or the DIP Liens securing such DIP Obligations; (c) declare all Senior DIP Obligations or Junior DIP Obligations, as applicable, to be immediately due and payable; and (d) invoke the right to charge interest at the default rate under the Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable. Upon delivery of such Termination Notice by either DIP Agent, without further notice or order of the Court, the DIP Secured Parties’ and the Prepetition Secured Parties’ consent to use Cash Collateral and the Debtors’ ability to incur additional DIP Obligations hereunder will, subject to the expiration of the 62 Remedies Notice Period, automatically terminate and the DIP Secured Parties will have no obligation to provide any DIP Loans or other financial accommodations.

Rights and Remedies Upon Termination Event. (a) Upon the occurrence and during the continuation of a Termination Event, either DIP Agent may (Event and any automatic stay otherwise applicable delivery of a Default Notice to the DIP Secured Default Notice Parties, 61 whether arising under sections 105 or 362 of (i) the Bankruptcy Code or otherwiseAdequate Protection Obligations, but if any, shall become due and payable and (ii) subject to the terms Carve Out and the applicable Prepetition Permitted Prior Liens (if any), the Prepetition Agent (acting at the direction of the Required Lenders) shall be entitled to exercise any rights and remedies available to them under this Interim Order, the Prepetition Loan Documents and applicable non-bankruptcy law against the Collateral, including (A) to set off amounts in any accounts of the Debtors held by the Prepetition Agent to the extent necessary for payment of the Adequate Protection Obligations, if any, and (B) upon the expiration of the Default Notice Period solely from the date of this Interim Order through the date the Final Order is entered, the Prepetition Agent (including this paragraphacting at the direction of the Required Lenders) is hereby modified, without further notice to, shall seek a prompt expedited hearing of, or order from this Court, at which the Court will determine an appropriate remedy (if any) as a consequence of the Termination Event. Notwithstanding anything to the extent necessary to permit each DIP Agent tocontrary herein, upon delivery of written notice (a “Termination Notice”) (including by e-mail) to lead restructuring counsel to during the Default Notice Period, the Debtors, lead restructuring counsel the Committee (if any) and/or any party in interest shall be entitled to seek an emergency hearing within the Default Notice Period with the Court for the sole purpose of (x) contesting whether an Termination Event has occurred or is continuing or (y) seeking non-consensual use of Cash Collateral; provided that if a hearing to consider the foregoing is requested to be heard before the end of the Default Notice Period but is scheduled for a later date by the Court, the Default Notice Period shall be automatically extended to the other DIP Agentdate of such hearing, lead restructuring counsel to the other applicable DIP Secured Parties, lead restructuring counsel to any Committee, lead restructuring counsel to the Prepetition RBL Agent, lead restructuring counsel to the Prepetition Senior Secured Collateral Agent, lead restructuring counsel to the Prepetition FLMO Term Loan Agent, lead restructuring counsel to the Prepetition FLLO Term Loan Agent, lead restructuring counsel to the Prepetition Second Lien Collateral Trustee and the U.S. Trustee, (the “Remedies Notice Parties”), unless the Court orders otherwise prior to but in no event later than five (5) business days after delivery of the Default Notice or at such Termination Notice (such five (5) business day period, other date that may be agreed to by the “Remedies Notice Period”): (a) immediately terminate and/or revoke parties after good faith negotiations. Except as set forth in this Paragraph 14 or otherwise ordered by the Debtors’ right under this Interim Order and any other Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable, to use any Cash Collateral; (b) terminate the applicable DIP Facility and any applicable DIP Loan Document as to any future liability or obligation of the Senior DIP Secured Parties or Junior DIP Secured Parties, as applicable, but without affecting any of the DIP Obligations or the DIP Liens securing such DIP Obligations; (c) declare all Senior DIP Obligations or Junior DIP Obligations, as applicable, to be immediately due and payable; and (d) invoke the right to charge interest at the default rate under the Senior DIP Loan Documents or Junior DIP Loan Documents, as applicable. Upon delivery of such Termination Notice by either DIP Agent, without further notice or order of the Court, the DIP Secured Parties’ and the Prepetition Secured Parties’ consent to use Cash Collateral and the Debtors’ ability to incur additional DIP Obligations hereunder will, subject Court prior to the expiration of the 62 Remedies Default Notice Period, automatically terminate after the Default Notice Period, the Debtors shall be deemed to have waived their right to and shall not be entitled to seek any relief, including, without limitation, under Bankruptcy Code section 105, to the DIP extent such relief would in any way impair or restrict the rights and remedies of the Prepetition Secured Parties will have no obligation under this Interim Order. During the Default Notice Period, the Debtors shall be entitled to provide any DIP Loans or other financial accommodationscontinue to use the Prepetition Debtor Collateral, including Cash Collateral, in accordance with the terms of the Approved Budget and this Interim Order.