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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 25 of 70 <br />Lenders' or the DIP Agent's assertion, enforcement or realization upon any Collateral in <br />accordance with the DIP Documents and the Final Order other than to seek a determination that <br />an Event of Default has not occurred or is not continuing; or (d) paying any amount on account <br />of any claims arising before the commencement of the Cases unless such payments are approved <br />by an order of the Court. <br />(d) For the avoidance of doubt and notwithstanding anything to the contrary <br />herein or in the DIP Documents, the Fees Carve -Out shall be senior to all liens and claims <br />securing the DIP Documents (except with respect to claims of the Bonding Facility L/C Issuer to <br />amounts held in the Bonding Facility Letter of Credit Account and with respect to the claims of <br />the L/C Facility L/C Issuer to amounts held in the L/C Facility Letter of Credit Account (as such <br />terms are defined in the DIP Credit Agreement)), the Adequate Protection Liens, the Adequate <br />Protection Obligations, and any and all other liens or claims securing the DIP Facilities. <br />(e) For purposes hereof, the "Bonding Carve Out" is a carve -out from the <br />Collateral entitling certain governmental authorities that are or would be beneficiaries of surety <br />bonds, letters of credit or other financial assurances (each, a "Bonding Beneficiary") making <br />any demand, request or requirement for any surety bond, letter of credit or other financial <br />assurance pursuant to applicable law, in each case, to the extent such surety bond, letter of credit <br />or other financial assurance is to satisfy or replace an amount for which a Debtor is self -bonded <br />(a "Bonding Request") to receive a claim (a "Bonding Superpriority Claim") having priority <br />over any or all administrative expenses of the kind specified in section 503(b) of the Bankruptcy <br />Code (including, without limitation, the Fees Carve Out), except with respect to the claims of the <br />Bonding Facility L/C Issuer to amounts held in the Bonding Facility Letter of Credit Account <br />and with respect to the claims of the L/C Facility L/C Issuer to amounts held in the L/C Facility <br />25 <br />