2016-04-25_GENERAL DOCUMENTS - C1994082 (13)

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Case 16-42529 Doc 148 Filed 04114/16 Entered 04114116 17:28:56 Main Document Pg 21 of 70 DIP Financing) and reasonable costs and expenses as may be due from time to time, including, without limitation, fees and expenses of the professionals retained as provided for in the DIP Documents (and the reasonable fees and expenses of Willkie Farr & Gallagher LLP, as counsel for certain of the DIP Lenders, incurred on or prior to the date hereof) and the professionals to the Specified Lenders as provided in this order without the need to file retention motions or fee applications, or to provi2de notice to any party, and (iv) the performance of all other acts required under or in connection with the DIP Documents. (c) Upon execution and delivery of the DIP Documents, the DIP Documents shall constitute valid, binding and unavoidable obligations of the Loan Parties, enforceable against the Loan Parties in accordance with the terms of the DIP Documents and this Interim Order. No obligation, payment, transfer or grant of security under the DIP Documents or this Interim Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or under any applicable law (including without limitation, any Avoidance Action (as defined below) or under any applicable Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or other similar state statute or common law), or subject to any defense, reduction, setoff, recoupment, recharacterization, subordination, disallowance, impairment, cross-claim or counterclaim. 7. DIP Superpriority Claims. (a) Pursuant to section 364(c)(1) of the Bankruptcy Code, all of the DIP Obligations shall constitute allowed claims against the Debtor Loan Parties (without the need to file any proof of claim) with priority over any and all administrative expenses, diminution in value claims (including all Adequate Protection Obligations) and all other claims against the 21