Laserfiche WebLink
Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document <br />Pg 21 of 71 <br />any amounts due (or that may become due) in respect of the indemnification obligations referred <br />to in the DIP Credit Agreements (and in the separate letter agreements between any and all Loan <br />Parties, on one hand, and the DIP Agent and/or DIP Lenders, on the other, in connection with the <br />DIP Financing) and reasonable costs and expenses as may be due from time to time, including, <br />without limitation, fees and expenses of the professionals retained as provided for in the DIP <br />Documents (and the reasonable fees and expenses of Willkie Farr & Gallagher LLP, as counsel <br />for certain of the DIP Lenders, incurred on or prior to the date hereof) and the professionals to <br />the Specified Lenders as provided in this order without the need to file retention motions or fee <br />applications, or to provide notice to any party, and <br />(iv) the performance of all other acts required under or in connection <br />with the DIP Documents. <br />(c) Upon execution and delivery of the DIP Documents, the DIP Documents <br />shall constitute valid, binding and unavoidable obligations of the Loan Parties, enforceable <br />against the Loan Parties in accordance with the terms of the DIP Documents and this Interim <br />Order. No obligation, payment, transfer or grant of security under the DIP Documents or this <br />Interim Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or <br />under any applicable law (including without limitation, any Avoidance Action (as defined <br />below) or under any applicable Uniform Fraudulent Transfer Act, Uniform Fraudulent <br />Conveyance Act or other similar state statute or common law), or subject to any defense, <br />reduction, setoff, recoupment, recharacterization, subordination, disallowance, impairment, <br />cross-claim or counterclaim. <br />7. DIP Superpriority Claims. <br />21 <br />