Common use of Financing Orders Clause in Contracts

Financing Orders. The Financing Orders shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Requisite Lenders, provided, that at the time of the making of any Term Loans, the aggregate amount of which, when added to the aggregate principal amount of all Term Loans then outstanding would exceed the amount authorized by the Interim Financing Order (collectively, the “Additional Credit”), the Requisite Lenders shall have received satisfactory evidence of the entry of the Final Financing Order, which, in any event, shall have been entered by the Bankruptcy Court no later than thirty-five (35) days after the Filing Date and must become a Final Order by the forty-sixth (46th) day after the Filing Date, and at the time of the extension of any Additional Credit the Final Financing Order shall be in full force and effect; and if either the Interim Financing Order or the Final Financing Order is the subject of a pending appeal in any respect, neither the making of the Term Loans nor the performance by the Borrower of any of its obligations under this Agreement or any of the Loan Documents shall be the subject of a then effective stay pending appeal. Without limiting the foregoing, such Final Financing Order shall (i) authorize such Additional Credit, (ii) authorize and approve the Facility and the transactions contemplated thereby, including, without limitation, the granting of the super-priority status, security interests and liens, and the payment of all fees referred to herein, (iii) lift the automatic stay to permit the Borrower and the Guarantors that are debtors under the Facility to perform their respective obligations under the Loan Documents and the Agents to exercise their rights and remedies with respect to the Facility and the Loans, provided that such Final Financing Order shall provide that the Administrative Agent shall first provide the Borrower and Guarantors with three (3) Business Days’ prior written notice before exercising such rights and remedies, and (iv) authorize payment in full of the remaining outstanding amount of the Second Lien Obligations (as defined in the Plan of Reorganization) other than the Excluded Portion. The acceptance of any proceeds of Term Loans shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 7.1 on the Effective Date and on the date such Term Loan is made.

Financing Orders. The Financing Orders shall be in full force form and effect substance acceptable in all respects to the DIP Agent and Required DIP Lenders and shall not have been stayedinclude, reversedwithout limitation, modified provisions (i) modifying the automatic stay to the extent necessary to permit or amended effectuate the terms of the Financing Orders and the Documentation for the Facility, including, without limitation, to permit the creation and perfection of DIP Agent's liens on the DIP Collateral, (ii) providing for the automatic vacation of such stay to permit the enforcement of DIP Agent's and the DIP Lenders' remedies under the Facility after reasonable notice to the Pre-Petition Senior Agent and the Bridge Loan Agent, (iii) prohibiting the assertion of claims arising under Section 506(c) of the U.S. Bankruptcy Code against the DIP Agent, any DIP Lender, the Pre-Petition Agent, any Pre-Petition Lender, the Bridge Loan Agent or any Bridge Loan Lender, or the commencement of other actions adverse to the DIP Agent, any DIP Lender, the Pre-Petition Agent, any Pre-Petition Lender, the Bridge Loan Agent or any Bridge Loan Lender or their respective rights and remedies under the Facility, the Pre-Petition Credit Agreement, the Swap Agreement, the Bridge Loan Agreement or any bankruptcy court order; (iv) prohibiting the incurrence of debt with priority equal to or greater than that of the DIP Agent, the DIP Lenders, the Pre-Petition Agent, the Pre-Petition Lenders, the Bridge Loan Agent or the Bridge Loan Lenders; (v) prohibiting any granting or imposition of liens other than purchase money priority liens and other liens acceptable to DIP Agent; and (vi) prohibiting the Debtors' use of cash collateral other than as expressly contemplated by the Financing Orders prior to the indefeasible payment in full of the Debtors' obligations under the Facility and termination of the DIP Lenders' commitments thereunder. EVENTS OF DEFAULT: Customary for facilities of this nature in which GE Capital has acted as agent including (with customary grace periods, as applicable): nonpayment of principal when due; nonpayment of interest, fees, or other amounts when due; material inaccuracy of representations and warranties; certain ERISA events; material judgments; invalidity of any security document or security interest; a change of management and/or control; or failure to observe any negative or affirmative covenant. In addition: - Any of the Chapter 11 cases of the Debtors is dismissed or converted to Chapter 7 of the Bankruptcy Code or a trustee or examiner is appointed in any respect of the reorganization cases with enlarged powers to operate or manage the financial affairs of any Debtor. - The bankruptcy court enters a final order that in any way modifies either Financing Order without the prior written consent of the Requisite Lenders, provided, that at DIP Agent and the time Required DIP Lenders (except in the case of the making replacement of any Term Loans, the aggregate amount of which, when added to the aggregate principal amount of all Term Loans then outstanding would exceed the amount authorized by the Interim Financing Order (collectively, the “Additional Credit”), the Requisite Lenders shall have received satisfactory evidence of with the entry of the Final Financing Order, which, in any event, shall have been entered ). - A plan of reorganization is not confirmed by the Bankruptcy Court no later than thirty-five (35) bankruptcy court within 120 days after following the Filing Date and must become a Petition Date. - Any Debtor petitions the bankruptcy court to obtain additional financing pari passu or senior to the Facility. - The Final Order by the forty-sixth (46th) day after the Filing Date, and at the time of the extension of any Additional Credit the Final Financing Order shall ceases to be in full force and effect; and if either . - Any party other than the Interim Financing Order Debtors or the Final Financing Order is DIP Agent shall file a proposed plan of reorganization, or the subject of Debtors' exclusive right to file such a pending appeal plan has expired or been terminated, in any respect, neither case without the making consent of the Term Loans nor DIP Agent and the performance by Required DIP Lenders. - All or substantially all of the Borrower property of any Borrower is seized or otherwise appropriated. - The entry of its obligations under this Agreement or any order of the Loan Documents shall be the subject of a then effective stay pending appeal. Without limiting the foregoing, such Final Financing Order shall (i) authorize such Additional Credit, (ii) authorize and approve the Facility and the transactions contemplated thereby, including, without limitation, the bankruptcy court granting of the super-priority status, security interests and liens, and the payment of all fees referred to herein, (iii) lift relief from or modifying the automatic stay to permit one or more creditors to execute upon, enforce or perfect a lien on the Borrower DIP Collateral or the collateral securing the Pre-Petition Obligations in excess of $500,000 in the aggregate. - Commencement of any suit against the DIP Agent, DIP Lenders, Pre-Petition Agent or Pre-Petition Lenders that would in any way reduce, set off, or subordinate the Facility or the Pre-Petition Obligations or challenge the DIP Agent's or Pre-Petition Agent's security interest in the DIP Collateral or collateral securing the Pre-Petition Obligations, as the case may be, and if any such suit is commenced by any party other than the Guarantors that are debtors Borrowers, in the reasonable judgment of the DIP Agent, such suit has a reasonable possibility of success, and if successful, would be reasonably likely to have a material adverse effect on the Borrowers, their business or their ability to repay the loans made under the Facility, the claims or liens of the DIP Lenders under the Facility to perform their respective obligations under or the Loan Documents and the Agents to exercise their rights and remedies with respect to the Facility and the Loans, provided that such Final Financing Order shall provide that the Administrative Agent shall first provide the Borrower and Guarantors with three (3) Business Days’ prior written notice before exercising such rights and remedies, and (iv) authorize payment in full restructuring of the remaining outstanding amount indebtedness of the Second Lien Obligations (as defined Borrowers in connection with the Plan plan of Reorganization) other than reorganization for the Excluded Portion. The acceptance of any proceeds of Term Loans shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 7.1 on the Effective Date and on the date such Term Loan is madeBorrowers.

Financing Orders. A condition precedent to the DIP Lenders’ extension of credit under the DIP Facility will be the entry of an interim financing order in form and substance satisfactory to the DIP Agent and the DIP Lenders (the “Interim Order”) by the Bankruptcy Court (which must occur no later than seven (7) business days after the Petition Date), following proper notice and hearing thereon, which is in all respects satisfactory to the DIP Agent and the DIP Lenders and which, among other things, approves the form and substance of the definitive DIP Loan Documents evidencing the DIP Revolving Facility; approves Borrowers’ stipulation of the validity, extent, amount, perfection, priority, enforceability, and non-avoidability of the Prepetition Agent’s and Prepetition Lenders’ claims and Liens; grants adequate protection (as hereinabove provided) for the benefit of the Prepetition Agent and Prepetition Lenders; authorizes the DIP Agent to enforce its Liens and loan documents upon the occurrence and during the continuance of Events of Default, upon the giving of at least five days notice to the Borrowers and their counsel, the U.S. Trustee and counsel for any Committee; contains a Carve Out for Professional fees and expenses on terms and conditions described herein; confers Section 364(c)(1) priority status on all extensions of credit under the DIP Revolving Facility and provides for the securing of all such extensions of credit by a Lien on all DIP Collateral having the priority provided herein; finds that the DIP Agent and DIP Lenders have acted in good faith in connection with the proposed financing and is entitled to the benefits of Section 364(e) of the Bankruptcy Code; provides that the Liens granted to the DIP Agent under the DIP Loan Documents and pursuant to the Interim Order are deemed perfected without the necessity of the filing for record of any documents, notices, or other filings (but the DIP Credit Parties agree to execute and deliver to DIP Agent, and to authorize DIP Agent to file, any such documents); and contains such other terms and conditions as DIP Agent shall reasonably request or find acceptable. The Financing Orders final financing order (the “Final Order”) shall be entered, in full force form and effect substance satisfactory to DIP Agent and DIP Lenders, not later than 45 days after the entry of the Interim Order, shall contain provisions substantially the same as those in the Interim Order, and shall provide that all pre-petition Liens of Prepetition Agent and Prepetition Lenders shall be deemed finally allowed and approved as legal, valid, binding and enforceable Liens that are not have been stayedsubject to any equitable subordination, reverseddefense, modified or amended avoidance and the pre-petition claims of Prepetition Agent and Prepetition Lenders shall be deemed allowed as claims that are not subject to offset, equitable subordination, reduction, counterclaim, or defense, in any respect without each case if the prior written consent of the Requisite Lenders, provided, that at the time of the making of any Term Loans, the aggregate amount of which, when added to the aggregate principal amount of all Term Loans then outstanding would exceed the amount authorized same are not challenged by the Interim Financing Order (collectively, commencement of appropriate proceedings by an interested party having standing to do so on the “Additional Credit”), the Requisite Lenders shall have received satisfactory evidence sooner to occur of 60 days after the entry of the Final Financing Order, which, in any event, shall have been entered by the Bankruptcy Court no later than thirty-five (35) days after the Filing Date and must become a Final Order by the forty-sixth (46th) day after the Filing Date, and at the time of the extension of any Additional Credit the Final Financing Order shall be in full force and effect; and if either the Interim Financing Order or the Final Financing Order is the subject confirmation of a pending appeal plan of reorganization or liquidation in any respect, neither the making of the Term Loans nor the performance by the Borrower of any of its obligations under this Agreement or any of the Loan Documents shall be the subject of a then effective stay pending appealCases. Without limiting the foregoing, such The Final Financing Order shall (i) authorize such Additional Credit, (ii) authorize and approve also proscribe any surcharge on the Facility collateral subject to the Prepetition Agent’s Liens and the transactions contemplated thereby, including, without limitation, the granting DIP Collateral pursuant to Section 506(c) of the super-priority status, security interests and liens, and the payment of all fees referred to herein, (iii) lift the automatic stay to permit the Borrower and the Guarantors that are debtors under the Facility to perform their respective obligations under the Loan Documents and the Agents to exercise their rights and remedies with respect to the Facility and the Loans, provided that such Final Financing Order shall provide that the Administrative Agent shall first provide the Borrower and Guarantors with three (3) Business Days’ prior written notice before exercising such rights and remedies, and (iv) authorize payment in full of the remaining outstanding amount of the Second Lien Obligations (as defined in the Plan of Reorganization) other than the Excluded Portion. The acceptance of any proceeds of Term Loans shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 7.1 on the Effective Date and on the date such Term Loan is madeBankruptcy Code or otherwise.