Common use of In addition, the Interim Order Clause in Contracts

In addition, the Interim Order. shall (1) authorize the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreements may have an interest and shall provide, as adequate protection for any diminution in value of the Existing Lenders' pre-petition collateral resulting from the use of such cash collateral and the priming of the Liens granted pursuant to the Existing Agreements contemplated hereby, for (A) a superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c) (1) of the Bankruptcy Code held by the Agent and the Banks which shall be subject to the Carve-Out, (B) a replacement Lien on substantially all of the assets of the Borrower and the Guarantors that are subject to the priming and the other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents which replacement Lien shall have a priority immediately junior to, and subject to the Carve-Out and the same limitations as are applicable to, such priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents (and, in the case of Accounts arising on or after the Filing Date out of use of the properties that are subject as of the Filing Date to valid and perfected liens in favor of the Real Estate Financiers, also junior to the adequate protection liens in favor of the Real Estate Financiers on such Accounts that may be granted in favor of the Real Estate Financiers and (y) other assets that are subject as of the Filing Date to valid and perfected liens that are not being primed, also junior to such replacement adequate protection liens that may be granted on collateral of the same type to the holders of such valid and perfected liens), (C) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and third-party consultants, including investment bankers, financial consultants, and auditors) incurred by the Pre-Petition Agent, and the other Existing Co-Agents (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses), the payment of reasonable counsel fees and disbursements of members of the Steering Committee acting under the Existing Credit Agreement acting in their capacity as such and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Credit Agreement, and (D) so long as no Event of Default or event, which upon notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing, the payment to the Existing Lenders, of the Net Proceeds of asset sales or dispositions of the Existing Collateral, permitted hereunder, the proceeds of which are not required to be applied to the Loans pursuant to Section 2.13(b), and (2) provide that neither the Borrower nor any Guarantor shall assume (without the written consent of the Agent which shall not be unreasonably withheld), and no order shall be entered authorizing the assumption of, any provider agreements between the Borrower or any Guarantor, as the case may be, and any governmental unit (without the prior written consent of the Agent which shall not be unreasonably withheld).

In addition, the Interim Order. shall (1) authorize the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreements may have an interest and shall provide, as adequate protection for any diminution in value of the Existing Lenders' pre-petition collateral resulting from the use of such cash collateral and the priming of the Liens granted pursuant to the Existing Agreements contemplated hereby, for (A) monthly payments to the Pre-Petition Agent on behalf of the lenders under the Existing Credit Agreement, the Synthetic Lease Facility Agent on behalf of the Synthetic Lease Facility Lenders and the Collateral Agent on behalf of the Swap Party, in amounts equal to current interest and letter of credit fees (as applicable) (including any such interest and fees that are accrued and unpaid as of the commencement of the Cases) at the applicable non-default rates (including LIBOR options) provided for pursuant to the Existing Agreements (the payments described in this clause to be without prejudice to the rights of the parties under the Existing Agreements to assert a claim for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Existing Agreements), (B) a superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c)45 (1) of the Bankruptcy Code held by the Agent and the Banks which shall be subject to the Carve-Out, (BC) a replacement Lien on substantially all of the assets of the Borrower and the Guarantors that are subject to the priming and the other Liens granted in favor of the Agent and the Banks Bank hereunder and under the other Loan Documents which replacement Lien shall have a priority immediately junior to, and subject to the Carve-Out and the same limitations as are applicable to, such priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents (and, in the case of (x) Accounts arising on or after the Filing Date out of use of the properties that are subject as of the Filing Date to valid and perfected liens in favor of the Real Estate Financiers, also junior to the adequate protection liens in favor of the Real Estate Financiers on such Accounts that may be granted in favor of the Real Estate Financiers Financiers, and (y) other assets that are subject as of the Filing Date to valid and perfected liens that are not being primed, also junior to such replacement adequate protection liens that may be granted on collateral of the same type to the holders of such valid and perfected liens), (CD) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and third-party consultants, including investment bankers, financial consultants, and auditors) incurred by the Pre-Petition Agent, the Synthetic Lease Facility Agent and the other Existing Co-Agents (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses), the payment of reasonable counsel fees and disbursements of members of the Steering Committee acting under the Existing Credit Agreement acting in their capacity as such and the continuation of the payment to the Pre-Petition Agent and the Synthetic Lease Facility Agent on a current basis of the administration fees that are provided for under the Existing Credit AgreementAgreement or the Synthetic Lease Facility, as the case may be, and (DE) so long as no Event of Default or event, which upon notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing, the payment to the Existing Lenders or the Synthetic Lease Facility Lenders, as the case may be, of the Net Proceeds of asset sales or dispositions of the Existing Shared Collateral or Synthetic Lease Collateral, as the case may be, permitted hereunder, the proceeds of which are not required to be applied to the Loans pursuant to Section 2.13(b), and (2) provide that neither the Borrower nor any Guarantor shall assume (without the written consent of the Agent which shall not be unreasonably withheld), and no order shall be entered authorizing the assumption of, any provider agreements between the Borrower or any Guarantor, as the case may be, and any governmental unit (without the prior written consent of the Agent which shall not be unreasonably withheld).