Common use of Additional Bankruptcy Matters Clause in Contracts

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (f) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (h) make or permit to be made any change to the Final DIP Order.

Additional Bankruptcy Matters. The No Credit Parties will not permitParty shall, and will not no Credit Party shall permit any of their respective Restricted its Subsidiaries to, without the Required Requisite Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such)Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Secured PartiesAgents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the OrdersDIP Orders and subject to Section 8, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, Agents or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default; provided, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (hc) make except as expressly provided or permit to be made any change permitted hereunder (including, without limitation, to the Final DIP extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Loan Party shall, and will not no Loan Party shall permit any of their respective Restricted its Subsidiaries or the Anagram Parties to, without the Required Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAdministrative Agent or Xxxxxxx; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, Administrative Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (; provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (hc) make except as expressly provided or permit to be made any change permitted hereunder (including, without limitation, to the Final DIP extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or with the prior consent of the Required Lenders (and, if applicable, the Administrative Agent) or provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Loan Party or Subsidiary; provided that, any vote, decision or other action of any independent director of the board of directors, members or other governing body of any Anagram Party (whether or not such vote, decision or other action binds such Anagram Party to such vote, decision or other action) shall not be subject to this Section 6.20.

Additional Bankruptcy Matters. The Credit Parties Borrower will not permitnot, and will not permit any of their respective Restricted Subsidiaries toits Subsidiaries, without the Required Lenders’ prior written consent (unless otherwise specified), to do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents or the RSA against any of the Secured Parties; provided that nothing contained in this Section 6.11(a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Secured Parties or the payment from proceeds of the Loans of professional fees related thereto; (db) other than as provided in any First Day Orderthe case of the Debtors, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code or agree that any creditor may take any setoff or recoupment against any of its pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims based upon any such return pursuant to Section 553(b)(1) of the Bankruptcy Code or otherwise if, after giving effect to any such agreement, setoff or recoupment, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fc) subject to the terms of the OrdersOrders and subject to Article VII, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the DIP Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit DocumentsOrders); (gd) except for as expressly provided or permitted under this Agreement (including, without limitation, to the Carve Out extent pursuant to the Orders, any First Day Orders or “second day” orders) or as otherwise expressly permitted by contemplated in the Ordersthen Approved DIP Budget, incur, create, assume, suffer make any payment or distribution to exist any non-Debtor Affiliate or permit (or file an application for the approval of) insider of any other Superpriority Claim which is pari passu with or senior to the claims Debtor outside of the Administrative Agent, ordinary course of business; (e) hold any proceeds of the Collateral Agent, Lenders and the Loans in any account other Secured Parties constituting Obligations against than the DIP Debtors or the adequate protection Liens or claims granted under the OrdersProceeds Account, pending application thereof in accordance with this Agreement; or (hf) make without the consent of the Required Financing Commitment Parties, move to assume or permit reject any material lease, material license or other material contract of any Debtor pursuant to be made any change to Section 365 of the Final DIP OrderBankruptcy Code.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Obligor shall, and will not no Obligor shall permit any of their respective Restricted its Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do any of the followingconsent: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders Administrative Agent or any of the other Credit DocumentsLenders; (fb) subject to the terms of the DIP Orders, and subject to Section 8, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, Administrative Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default; provided, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Obligor may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the Credit Documents)extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Administrative Agent, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor affiliate or insider. (d) use any portion or proceeds of the Loans or the Collateral, or disbursements set forth in the Approved Budget, for payments or purposes that would violate the terms of the DIP Orders; (ge) except for the Carve Out or as otherwise expressly permitted agreed by the OrdersAdministrative Agent and approved by the Bankruptcy Court, enter into any agreement to return any of its Inventory to any of its creditors for application against any Pre- Petition Indebtedness, Pre-Petition trade payables or other Pre-Petition claims under Section 546(c) of the Bankruptcy Code or allow any creditor to take any setoff or recoupment against any of its Pre-Petition Indebtedness, Pre-Petition trade payables or other Pre-Petition claims based upon any such return pursuant to Section 553(b)(I) of the Bankruptcy Code or otherwise; (f) incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim super priority administrative claim which is pari passu with or senior to the claims claim of the Administrative Agent or the Lenders against the Debtors, except as set forth in the DIP Orders; (g) seek, consent to, or permit to exist, without the prior written consent of the Administrative Agent, any order granting authority to take any action that is prohibited by the Collateral Agentterms of this Agreement, Lenders and the DIP Orders or the other Secured Parties constituting Obligations against Loan Documents or refrain from taking any action that is required to be taken by the terms of the DIP Debtors Orders or any of the adequate protection Liens or claims granted under the Ordersother Loan Documents; or (h) make permit any of its Subsidiaries to assert any right of subrogation or permit contribution against any other Debtors until the payment in full in cash of all the Secured Obligations (other than contingent indemnity obligations with respect to be made any change to the Final DIP Orderthen unasserted claims).

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-pre- petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (f) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (h) make or permit to be made any change to the Final DIP Order.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Loan Party shall, and will not no Loan Party shall permit any of their respective Restricted its Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAdministrative Agent or Xxxxxxx; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the AgentsAdministrative Agent, the Collateral Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence occurrence, and during the continuance, of a Default or an Event of Unmatured Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (; provided that any DIP Debtor Loan Party may contest or dispute whether an Event of a Default has occurred occurred, has been cured or has been waived in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (hc) make except as expressly provided or permit to be made any change permitted hereunder (including, without limitation, to the Final DIP extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or with the prior consent of the Required Lenders (and, if applicable, the Administrative Agent and/or the Collateral Agent) or provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Loan Party or Subsidiary; provided that, any vote, decision or other action of any independent director of the board of directors, members or other governing body of any Company Party (whether or not such vote, decision or other action binds such Company Party to such vote, decision or other action) shall not be subject to this Section 6.42. Notwithstanding anything to the contrary in this Article VI, nothing in this Article VI shall prohibit the consummation of any of the transaction steps described in the Restructuring Steps Memorandum in accordance with the Acceptable Plan of Reorganization.

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the OrdersFinal DIP Order; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders Final DIP Order or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the OrdersFinal DIP Order, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Secured Parties; (d) other than as provided in any First Day Order or any Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the OrdersFinal DIP Order, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders Final DIP Order or any of the other Credit Documents; (f) subject to the terms of the OrdersFinal DIP Order, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders Final DIP Order and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the OrdersFinal DIP Order, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the OrdersFinal DIP Order; or (h) make or permit to be made any change to the Final DIP Order.

Additional Bankruptcy Matters. The Credit Parties will So long as any principal of or interest on any Term Loan or any other Obligation (whether or not permitdue) shall remain unpaid (other than Contingent Indemnity Obligations) or any Lender shall have any Term Loan Commitment hereunder, and will not permit any of their respective Restricted Subsidiaries toeach Loan Party shall not, without unless the Required Lenders’ prior written Lenders shall otherwise consent (unless otherwise specified), do any of the followingin writing: (a) use Use any portion or proceeds of the Term Loans or the Collateral Collateral, or disbursements set forth in the 13-Week Cash Flow Forecast, for payments or purposes that would violate the terms of the Orders;Interim Order or the Final Order. (b) incurIncur, create, assume, suffer to exist or permit, except permit (or file an application for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, approval of) any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor;Loan Party, except for the Carve Out or as otherwise expressly permitted by the Bankruptcy Court Orders. (c) subject Subject to the Bankruptcy Court DIP Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured Parties;. (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seekSeek, consent to, or permit to exist exist, without the prior written consent of the Administrative Agent, any order granting authority to take any action that is prohibited by the terms of this Agreement, the OrdersInterim Order, the Final Order or the other Credit Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders Interim Order, the Final Order or any of the other Credit Loan Documents;. (fe) subject Subject to the terms of the Bankruptcy Court DIP Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the AgentsAdministrative Agent, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any Loan Party may raise any issue permitted under the terms of the Bankruptcy Court DIP Debtor may contest Orders). (f) Except (i) as expressly provided or dispute whether an Event of Default has occurred in accordance permitted hereunder (including, without limitation, to the extent pursuant to any “first day” or “second day” orders complying with the terms of this Agreement) or (ii) with the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims prior consent of the Administrative Agent, make any payment or distribution to any non-Loan Party Affiliate, Mexican Loan Party or insider of any Loan Party unless otherwise contemplated in the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or13-Week Cash Flow Forecast. (hg) make Make or permit to be made any change to the Final Bankruptcy Court DIP OrderOrders without the consent of the Administrative Agent. (h) File or pursue or support any other Person in filing or pursuing any Plan of Reorganization or other chapter 11 plan or disclosure statement in respect of any Loan Party that does not provide for the repayment of the Prepetition 1L Obligations and the Obligations in full and in cash on the effective date of such Plan of Reorganization. (i) Without the consent of the Administrative Agent, move to assume or reject any material lease, material license or other material contract of any Loan Party pursuant to Section 365 of the Bankruptcy Code; (j) Except where not reasonably practicable, fail to provide prior notice and copies to the Administrative Agent of any material motions or other material documents to be filed with the Bankruptcy Court.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Loan Party shall, and will not no Loan Party shall permit any of their respective Restricted its Subsidiaries to, without the Administrative Agent’s prior written consent (and in the case of clause (a) below, the Required Lenders’ prior written consent (unless otherwise specifiedconsent), do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAgents, Lenders or Issuing Banks; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the OrdersOrders and subject to Article 7, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, Agents or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party Agent or Lender to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit DocumentsOrders);; or (gc) except for the Carve Out as expressly provided or as otherwise expressly permitted by the Ordershereunder (including, incurwithout limitation, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Administrative Agent, as provided pursuant to any other Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor Affiliate or insider of any Wireline Company outside of the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (h) make or permit to be made any change to the Final DIP Orderordinary course of business.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Loan Party shall, and will not no Loan Party shall permit any of their respective Restricted its Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAdministrative Agent or Xxxxxxx; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the AgentsAdministrative Agent, the Collateral Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence occurrence, and during the continuance, of a Default or an Event of Unmatured Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (; provided that any DIP Debtor Loan Party may contest or dispute whether an Event of a Default has occurred occurred, has been cured or has been waived in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (hc) make except as expressly provided or permit to be made any change permitted hereunder (including, without limitation, to the Final DIP extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or with the prior consent of the Required Lenders (and, if applicable, the Administrative Agent and/or the Collateral Agent) or provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Loan Party or Subsidiary; provided that, any vote, decision or other action of any independent director of the board of directors, members or other governing body of any Company Party (whether or not such vote, decision or other action binds such Company Party to such vote, decision or other action) shall not be subject to this Section 6.42. Notwithstanding anything to the contrary in this Article VI, nothing in this Article VI shall prohibit the consummation of any of the transaction steps described in the Restructuring Steps Memorandum in accordance with the Acceptable Plan of Reorganization.

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without Without the Required Lenders’ prior written consent (unless otherwise specified)consent, do neither the Borrower nor any of the followingSubsidiary will, directly or indirectly: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code or allow any creditor to take any setoff or recoupment against any of its pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims based upon any such return pursuant to Section 553(b)(1) of the Bankruptcy Code or otherwise if, after giving effect to any such agreement, setoff or recoupment, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000100,000; (eb) seekexcept for the Superpriority Claims of the DIP ABL Administrative Agent and the lenders under the DIP ABL Loan Documents and the Carve-Out, consent toincur, create, assume, suffer to exist or permit any other superpriority administrative claim which is pari passu with or senior to exist any order granting authority to take any action that is prohibited by the terms claim of this Agreement, the Orders, the Administrative Agent or the other Credit Documents Lenders against the Debtors; (c) assert or refrain from taking prosecute any claim or cause of action that is required to be taken by the terms of this Agreement, the Orders or against any of the other Senior Credit DocumentsParties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Loan Documents against the Administrative Agent or the Lenders; (fd) subject to the terms of the OrdersInterim Order or the Final Order, as applicable, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the AgentsAdministrative Agent, the Collateral Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing Default (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance and is continuing); (e) seek, consent to, or permit to exist, without the prior written consent of the Administrative Agent, at the direction of Required Lenders, any order granting authority to take any action that is prohibited by the terms of this Agreement, the Interim Order, the Final Order or the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Interim Order, the Final Order or any of the other Loan Documents; (f) except (i) as expressly provided or permitted hereunder (including to the extent pursuant to any “first day” or “second day” orders complying with the terms of this Agreement), (ii) with the Orders and prior consent of the Credit Documents)Required Lenders in their sole discretion or (iii) as provided pursuant to any other order of the Bankruptcy Court acceptable to the Required Lenders, make any payment or distribution on account of any Indebtedness arising prior to the Petition Date; (g) except make any payment, or set aside funds for the Carve Out purpose of making any payments, or as otherwise expressly permitted by transfer any economic value (including the Orderspayment of any fees, incur, create, assume, suffer costs or expenses of any advisors) to exist any direct or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims indirect equity holder of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the OrdersBorrower solely in its capacity as such); or (h) make without the prior written consent of the Required Lenders, make, enter into or permit implement any amendment, waiver, supplement or other modification to any employment agreement or employee compensation plan, in each case, to increase the benefits thereunder and solely to the extent such agreement or compensation plan relates to an Executive Officer (as defined below), or pay or cause to be made paid any change amount contemplated by such agreements or plans before the date on which such amount becomes due and payable pursuant to the Final DIP Orderterms of the such agreements or plans, as applicable, or pay or cause to be paid any bonus, incentive, retention, severance, change of control or termination payments pursuant to the terms of such agreements or plans, as applicable, including, without limitation, any transaction or other bonus previously awarded but unpaid (it being understood that “Executive Officer” means the Borrower’s Chief Executive Officer, Chief Operating Officer, Chief Revenue Officer, Chief Financial Officer, Chief Technology Officer or Executive Vice President and General Counsel).

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do Do any of the followingfollowing other than as expressly permitted by the DIP Financing Orders: (a) use enter into any portion agreement to return any of its inventory to any of its creditors for application against any Prepetition Indebtedness, prepetition trade payables or proceeds other prepetition claims under Section 546(c) of the Loans Bankruptcy Code or the Collateral for payments agree that any creditor may take any set-off or purposes that would violate the terms recoupment against any of its Prepetition Indebtedness, prepetition trade payables or other prepetition claims based upon any such return pursuant to Section 553(b)(1) of the OrdersBankruptcy Code or otherwise if, after giving effect to any such agreement, set-off or recoupment, the aggregate amount applied to Prepetition Indebtedness, prepetition trade payables and other prepetition claims subject to all such agreements, set-offs and recoupments since the Petition Date would exceed $100,000; (b) incurseek, createconsent to, assumeor permit to exist, suffer to exist or permitwithout timely filing an objection, except for without the Carve Out or as otherwise expressly permitted by the Orders or any other order prior written consent of the Bankruptcy Court reasonably acceptable to Administrative Agent, at the direction of the Required Lenders, any order granting authority to take any action that is prohibited by the terms of this Agreement, the DIP Financing Orders or the other superpriority administrative claim which Loan Documents or refrain from taking any action that is pari passu with expressly required to be taken by the terms of this Agreement, the DIP Financing Orders or senior to the claim any of the Secured Parties against any DIP Debtorother Loan Documents; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (f) subject to the terms of the OrdersDIP Financing Orders and subject to Article IX, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including including, without limitation limitation, a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders DIP Financing Orders); (e) hold any proceeds of the Term Loans in any account other than a Controlled Account, pending withdrawal and application thereof in accordance with this Agreement; (f) without the Credit Documents)consent of the Required Lenders, move to assume or reject any material lease, license, or other Material Contract of any Loan Party pursuant to Section 365 of the Bankruptcy Code; (g) except for as expressly provided or permitted hereunder (including, without limitation, to the Carve Out or extent pursuant to any First and Second Day Orders) and as otherwise expressly permitted by contemplated in the Ordersthen Approved Budget (including Permitted Variances thereto), incur, create, assume, suffer make any payment or distribution to exist any non-Subsidiary Affiliate or permit (or file an application for the approval of) insider of any other Superpriority Claim which is pari passu with or senior to the claims debtor outside of the Administrative Agent, the Collateral Agent, Lenders ordinary course of business and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Ordersconsistent with past practices; or (h) make assert any right of subrogation or permit to be made contribution against any change to the Final DIP Orderother Loan Party.

Additional Bankruptcy Matters. The Credit Parties will not permitNo Loan Party shall, and will not no Loan Party shall permit any of their respective Restricted its Subsidiaries to, without the Required Requisite Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral for payments or purposes that would violate the terms of the Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAdministrative Agent or Lxxxxxx; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fb) subject to the terms of the Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the AgentsAdministrative Agent, the Collateral Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence occurrence, and during the continuance, of a Default or an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (; provided that any DIP Debtor Loan Party may contest or dispute whether an Event of a Default has occurred occurred, has been cured or has been waived in accordance with the terms of the Orders and the Credit Documents); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (hc) make except as expressly provided or permit to be made any change permitted hereunder (including, without limitation, to the Final DIP extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or with the prior consent of the Requisite Lenders (and, if applicable, the Administrative Agent and/or the Collateral Agent) or provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Loan Party or Subsidiary; provided that, any vote, decision or other action of any independent director of the board of directors, members or other governing body of any Loan Party (whether or not such vote, decision or other action binds such Loan Party to such vote, decision or other action) shall not be subject to this Section 7.21. Notwithstanding anything to the contrary in this Article VII, nothing in this Article VII shall prohibit the consummation of any of the transaction steps described in the Restructuring Steps Memorandum in accordance with the Acceptable Plan of Reorganization.

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), do Do any of the followingfollowing other than as permitted by the DIP Orders: (a) use any portion or proceeds of the Loans credit extensions hereunder or the Collateral for payments or purposes that would violate the terms of the DIP Orders; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the DIP Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the terms of the DIP Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured Parties; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the DIP Orders, the or the other Credit Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the DIP Orders or any of the other Credit Loan Documents; (fe) subject to the terms of the DIP Orders, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders and the Credit Loan Documents); (f) without the consent of the Required Lenders, move to assume or reject any material lease, license or other material contract of any Loan Party pursuant to Section 365 of the Bankruptcy Code; (g) except for the Carve Out as expressly provided or permitted hereunder or as otherwise expressly permitted by contemplated in the Ordersthen-in-effect Approved Budget (including Permitted Variances thereto), incur, create, assume, suffer make any payment or distribution to exist any non-Subsidiary Affiliate or permit insider of any debtor outside of the ordinary course of business; (h) assert any right of subrogation or file an application for the approval of) contribution against any other Superpriority Claim which is pari passu with Loan Party under this Agreement or senior to any other Loan Document; (i) amend or modify, or grant any waiver or release under or terminate in any manner, the claims articles or certificate of incorporation or formation, by-laws, limited liability company agreement, partnership agreement or other organizational documents of the Administrative Agent, the Collateral Agent, Lenders and Borrower or any of the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the OrdersLoan Parties; or (hj) make file or permit to be made pursue or support any change to the Final DIP Orderother Person in filing or pursuing any Plan of Reorganization or other Chapter 11 plan or disclosure statement in respect of any Loan Party that is not an Acceptable Reorganization Plan or Acceptable Disclosure Statement.

Additional Bankruptcy Matters. The Credit None of the Company, the Borrower or the Loan Parties will not permit, and will not permit any of their respective Restricted Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified), shall do any of the followingfollowing other than as permitted by the DIP Financing Orders: (a) use any portion consent to, or proceeds permit to exist, without the prior written consent of the Loans or Administrative Agent, at the Collateral for payments or purposes direction of the Requisite Lenders, any order granting authority to take any action that would violate is prohibited by the terms of this Agreement, the OrdersDIP Financing Orders or the other Loan Documents or refrain from taking any action that is expressly required to be taken by the terms of this Agreement, the DIP Financing Orders or any of the other Loan Documents; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP Debtor; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties Administrative Agent or the Lenders (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured PartiesAdministrative Agent or the Lenders; (d) other than as provided in any First Day Order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code if, after giving effect to any such agreement, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist any order granting authority to take any action that is prohibited by the terms of this Agreement, the Orders, the or the other Credit Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders or any of the other Credit Documents; (fc) subject to the terms of the OrdersDIP Financing Orders and subject to Article XI and only to the extent permitted or provided thereunder, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, Administrative Agent or the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including including, without limitation limitation, a motion or petition by the Administrative Agent or any Secured Party Lender to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit DocumentsDIP Financing Orders); (g) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Lenders and the other Secured Parties constituting Obligations against the DIP Debtors or the adequate protection Liens or claims granted under the Orders; or (h) make or permit to be made any change to the Final DIP Order.

Additional Bankruptcy Matters. The Credit Parties will not permit, and will not permit Permit any of their respective Restricted its Subsidiaries to, without the Required Lenders’ prior written consent (unless otherwise specified)consent, do any of the following: (a) use any portion or proceeds of the Loans or the Collateral Collateral, or disbursements set forth in the Cash Flow Forecast, for payments or purposes that would violate the terms of the OrdersInterim Order or the Final Order; (b) incur, create, assume, suffer to exist or permit, except for the Carve Out or as otherwise expressly permitted by the Orders or any other order of the Bankruptcy Court reasonably acceptable to the Required Lenders, permit any other superpriority administrative claim which is pari passu with or senior to the claim of the Secured Parties against any DIP DebtorLoan Party, except for the Carve Out or as otherwise expressly permitted by the Orders; (c) subject to the Orders, assert, join, investigate, support or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), unless such claim or cause of action is in connection with the enforcement of the Credit Loan Documents against any of the Secured Parties; (d) other than as provided in any First Day Order“first day” order, enter into any agreement to return any of its inventory to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims under Section 546(c) of the Bankruptcy Code or allow any creditor to take any setoff or recoupment against any of its pre-petition Indebtedness, pre-petition trade payables or other pre-petition claims based upon any such return pursuant to Section 553(b)(1) of the Bankruptcy Code or otherwise if, after giving effect to any such agreement, setoff or recoupment, the aggregate amount applied to pre-petition Indebtedness, pre-petition trade payables and other pre-petition claims subject to all such agreements, setoffs and recoupments since the Petition Date would exceed $250,000; (e) seek, consent to, or permit to exist exist, without the prior written consent of the Required Lenders, any order granting authority to take any action that is prohibited by the terms of this Agreement, the OrdersInterim Order, the Final Order or the other Credit Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement, the Orders Interim Order, the Final Order or any of the other Credit Loan Documents; (f) subject to the terms of the OrdersOrders and subject to Article VIII, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents, the Lenders or other Secured Parties with respect to the Collateral following the occurrence of an Event of Default, including without limitation a motion or petition by any Secured Party to lift an applicable stay of proceedings to do the foregoing (provided that any DIP Debtor Loan Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the Orders and the Credit DocumentsOrders); (g) except as expressly provided or permitted hereunder (including, without limitation, to the extent pursuant to any “first day” or “second day” orders complying with the terms of this Agreement) or, with the prior consent of the Required Lenders, make any payment or distribution to any non-Debtor Affiliate or insider of any Debtor unless otherwise contemplated in the Cash Flow Forecast (subject to Permitted Variances); (h) except for the Carve Out or as otherwise expressly permitted by the Orders, incur, create, assume, suffer to exist or permit (or file an application for the approval of) any other Superpriority Claim which is pari passu with or senior to the claims of the Administrative Agent, the Collateral Agent, Agent and Lenders and the other Secured Parties constituting Obligations against the DIP Debtors Loan Parties or the adequate protection Liens or claims granted under the Ordersclaims; or (hi) make or permit to be made any change to the Final DIP OrderOrder without the consent of the Required Lenders.