2016-04-25_GENERAL DOCUMENTS - C1994082 ‎(19)‎

• Permit No: C1994082
• IBM Index Class Name: General Documents
• Doc Date: 4/25/2016
• Doc Name: Amended Interim Order Authorizing Debtors to Obtain Post Petition Financing Pursuant to 11
• From: United State Bankruptcy
• To: DRMS
• Permit Index Doc Type: General Correspondence
• Email Name: MPB
• Email Name: JRS
• Email Name: JHB
• Media Type: D
• Archive: No

Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document
Pg 52 of 71
(a) (i) Other than the Fees Carve Out and the Bonding Carve Out (in each
case to the extent provided herein) no claim or lien having a priority superior to and (ii) other
than the A/R Securitization Facility Superpriority Claim (solely with respect to the Secruitization
Debtors), no claim or lien having a priority pari passu with those granted by this Interim Order
to the DIP Agent and the DIP Lenders shall be granted or allowed while any portion of the DIP
Financing (or any refinancing thereof) or the Commitments thereunder or the DIP Obligations
remain outstanding, and the DIP Liens shall not be (i) subject or junior to any lien or security
interest that is avoided and preserved for the benefit of the Debtors' estates under section 551 of
the Bankruptcy Code or (ii) subordinated to or made pari passu with any other lien or security
interest, whether under section 364(d) of the Bankruptcy Code or otherwise.
(b) Unless all DIP Obligations shall have been indefeasibly paid in full in cash
(and, with respect to outstanding letters of credit issued pursuant to the DIP Credit Agreements,
cash collateralized on terms and conditions acceptable to the DIP Agent in accordance with the
provisions of the DIP Credit Agreements) and the Adequate Protection Obligations shall have
been paid in full, the Debtors shall not seek, and it shall constitute an Event of Default (in
addition to those Events of Default set forth in the DIP Credit Agreement) and terminate the right
of the Debtors to use any and all Cash Collateral if the Debtors seek or if there are entered, (i)
any material modifications, amendments or any extensions of this Interim Order in a manner
adverse to the DIP Agent and DIP Lenders, without the prior written consent of the DIP Agent,
and no such consent shall be implied by any other action, inaction or acquiescence by the DIP
Agent; (ii) an order dismissing the Cases or converting any of the Cases to a case under chapter 7
of the Bankruptcy Code; (iii) an order appointing any chapter 11 trustee or an examiner with
enlarged powers (powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy
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