Common use of Exit Facility Clause in Contracts

Exit Facility. On the Effective Date, the Reorganized Debtors may enter into the Exit Facility on the terms and conditions set forth in the Exit Facility Documents. Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility Documents and all transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of fees, expenses, and indemnities provided for therein, and authorization of the Reorganized Debtors to enter into, execute, and deliver the Exit Facility Documents and such other documents as may be required to effectuate the Exit Facility. On the Effective Date, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents (a) shall be deemed to be granted in good faith, for legitimate business purposes, and for reasonably equivalent value, (b) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, (c) shall be deemed automatically perfected on the Effective Date, and (d) shall not be subject to avoidance, recharacterization or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, voidable transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. In establishing the register of lenders, commitments, and loans for the Exit Facility, the administrative and collateral agent under the Exit Facility Documents shall be entitled to conclusively rely upon (without further inquiry) any certificate, schedule, register, list, or other document provided by the Debtors, the Reorganized Debtors and/or the Distribution Agent.

Exit Facility. On the Effective Date, the Reorganized Debtors may shall enter into the Exit Facility on Facility, the terms and conditions of which will be set forth in the Exit Facility DocumentsDocumentation and consistent with the Restructuring Support Agreement and the Hedging Order; provided that the Debtors or the Reorganized Debtors, as applicable, determine that entry into the Exit Facility is in the best interests of the Reorganized Debtors and such determination is acceptable to the Required Consenting Stakeholders. To the extent applicable, Confirmation of the Plan shall be deemed (a) approval of the Exit Facility (including the transactions and the Exit Facility Documents and all transactions related agreements contemplated thereby, thereby and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors, as applicable, in connection therewith), to the extent not approved by the Bankruptcy Court previously and (c) authorization for the Debtors or the Reorganized Debtors, as applicable, to, without further notice to or order of the Bankruptcy Court, (i) execute and deliver those documents and agreements necessary or appropriate to pursue or obtain the Exit Facility, including the Exit Facility Documentation, and incur and pay any fees and expenses in connection therewith, including and (ii) act or take action under applicable Law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the payment of feesDebtors or the Reorganized Debtors, expensesas applicable, and indemnities may deem to be necessary to consummate the Exit Facility; provided for therein, and authorization that such modifications are acceptable to the Required Consenting Stakeholders. As of the Reorganized Debtors to enter intoEffective Date, execute, and deliver upon the granting or continuation of Liens in accordance with the Exit Facility Documents and such other documents as may be required to effectuate the Exit Facility. On the Effective DateDocumentation, all of the Liens and security interests to be granted in accordance with the Exit Facility Documents Documentation (a) shall be deemed to be granted in good faith, for legitimate business purposes, and for reasonably equivalent valuegranted, (b) shall be legal, binding, automatically perfected, non-avoidable, and enforceable Liens on, and security interests in, the applicable collateral granted thereunder in accordance with the respective terms of the Exit Facility DocumentsDocumentation, (c) shall be deemed automatically perfected on or prior to the Effective Date, subject only to such Liens and security interests as may be permitted under the respective Exit Facility Documentation, and (d) shall not be subject to avoidance, recharacterization recharacterization, or equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, voidable transfers, fraudulent transfers, or fraudulent conveyances under the Bankruptcy Code or any applicable non-bankruptcy law. In establishing the register of lenders, commitments, and loans the Exit Facility Collateral Agent for the benefit of the Exit FacilityFacility Secured Parties shall have a valid, binding, perfected, non-avoidable, and enforceable first-priority lien on and security interest in the administrative Exit Facility Collateral, subject only to such Liens and collateral agent security interests as permitted under the Exit Facility Documents Documentation, and valid, binding, non-avoidable, and enforceable guarantee and collateral documentation. To the extent provided in the Exit Facility Documentation, the Exit Facility Agents or holder(s) of Liens under the Exit Facility Documentation are authorized to file with the appropriate authorities mortgages, financing statements and other documents, and to take any other action in order to evidence, validate, and perfect such Liens or security interests. The guarantees, mortgages, pledges, Liens, and other security interests granted to secure the obligations arising under the Exit Facility Documentation have been granted in good faith, for legitimate business purposes, and for reasonably equivalent value as an inducement to the lenders thereunder to extent credit thereunder shall be entitled deemed not to conclusively rely upon (without further inquiry) constitute a fraudulent conveyance or fraudulent transfer and shall not otherwise be subject to avoidance, recharacterization, or subordination for any certificatepurposes whatsoever and shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any applicable nonbankruptcy law, scheduleand the priorities of such Liens and security interests shall be as set forth in the Exit Facility Documentation. The Reorganized Debtors and the persons and entities granted such Liens and security interests shall be authorized to make all filings and recordings, registerand to obtain all governmental approvals and consents necessary to establish and perfect such Liens and security interests under the provisions of the applicable state, listfederal, or other document provided law that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the Debtorsentry of the Confirmation Order and any such filings, the Reorganized Debtors and/or the Distribution Agentrecordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.

Exit Facility. On In the Effective Dateevent of a Restructuring, the Reorganized Debtors may enter into the Exit Facility on the terms and conditions set forth in the Exit Facility Documents. Confirmation of the Plan shall be deemed to constitute approval by the Bankruptcy Court of the Exit Facility and the Exit Facility Documents and related agreements (including all transactions contemplated thereby, such as any supplementation or additional syndication of the Exit Facility, and all actions to be taken, undertakings to be made, made and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, expenses, indemnities and indemnities expenses provided for therein) and, and authorization subject to the occurrence of the Effective Date, authorization for the applicable Reorganized Debtors to enter intointo and perform their obligations in connection with the Exit Facility. In the event of a Restructuring, executeon the Effective Date, and deliver the agreements with respect to the Exit Facility Documents shall constitute legal, valid, binding, and such other documents as may authorized obligations of the Reorganized Debtors, enforceable in accordance with their terms. The financial accommodations to be required extended pursuant to effectuate the Exit FacilityFacility are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable non-bankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance connection with the Exit Facility Documents (a) shall be deemed to be granted in good faith, for legitimate business purposes, and for reasonably equivalent value, (b1) shall be legal, binding, and enforceable Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the Exit Facility DocumentsFacility, (c2) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under in connection with the Exit Facility, and (d3) shall not be subject to avoidance, recharacterization recharacterization, or subordination (including equitable subordination subordination) for any purposes whatsoever and shall not constitute preferential transfers, voidable transfers, fraudulent transfersconveyances, or fraudulent conveyances other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy non‑bankruptcy law. In establishing The Reorganized Debtors and the register of lenders, commitmentsEntities granted such Liens and security interests are authorized to make all filings and recordings, and loans for the Exit Facility, the administrative to obtain all governmental approvals and collateral agent consents necessary to establish and perfect such Liens and security interests under the Exit Facility Documents shall be entitled to conclusively rely upon (without further inquiry) any certificateprovisions of the applicable state, scheduleprovincial, register, listfederal, or other document provided law (whether domestic or foreign) that would be applicable in the absence of the Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the Debtorsentry of the Confirmation Order, the Reorganized Debtors and/or the Distribution Agentand any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties.