Common use of Additional Provisions Regarding the Consenting Creditors’ Commitments Clause in Contracts

Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated in the Chapter 11 Cases, in each case to the extent consistent with this Agreement; (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including the United States Trustee and other creditors that are not Consenting Creditors); (c) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility); (d) prevent any Consenting Creditor from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s), or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documents; (e) obligate a Consenting Creditor to deliver a vote to support the Plan (or the Non-TopCo Plan, as applicable) or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to change its vote at any time before entry of the Confirmation Order; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal or other professional or business professional privilege; (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this Agreement; (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth in Section 5.01(a)(iii) of this Agreement, prevent any Consenting Creditor from supporting the entry into, and approval of, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims Litigation.

Appears in 1 contract

Samples: Management Incentive Plan (Intelsat S.A.)

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Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated in the Chapter 11 Cases, in each case to the extent consistent with this Agreement; (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including the United States Trustee and other creditors that are not Consenting Creditors); (c) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility); (d) prevent any Consenting Creditor from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s), or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documents; (e) obligate a Consenting Creditor to deliver a vote to support the Plan (or the Non-TopCo Plan, as applicable) or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to change its vote at any time before entry of the Confirmation Order; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal or other professional or business professional privilege; (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; or (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this Agreement; (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth in Section 5.01(a)(iii) of this Agreement, prevent any Consenting Creditor from supporting the entry into, and approval of, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims LitigationOrder.

Appears in 1 contract

Samples: Intelsat S.A.

Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit prevent any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated arising in the Chapter 11 Cases, in each case Cases (to the extent consistent not inconsistent with this Agreement); (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee appointed in the Chapter 11 Cases and the United States Trustee and other creditors that are not Consenting CreditorsTrustee); (c) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility)Transactions; (d) prevent any Consenting Creditor from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s), this Agreement or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documents; (e) obligate prevent any Consenting Creditor from taking any action that is required by applicable Law or require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal professional privilege; (f) require any Consenting Creditor to provide any information that it determines, in its reasonable discretion, to be sensitive or confidential; (g) other than as provided for in this Agreement, limit the ability of a Consenting Creditor to purchase, sell or enter into transactions regarding the Company Claims/Interests; (h) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like; (i) obligate the Consenting Creditors to deliver a vote to support the Prepackaged Plan (or the Non-TopCo Plan, as applicable) or prohibit a the Consenting Creditor Creditors from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided and for the avoidance of doubt, that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such Consenting Creditor’s vote shall automatically be deemed void ab initio and such Consenting Creditor shall have the a reasonable opportunity to change its vote at any time before entry of the Confirmation Order; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal or other professional or business professional privilege; (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of cast a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05vote; (j) prohibit any require a Consenting Creditor from taking to consent to, acquiesce in, vote for, support, or not object to any action that is not inconsistent with this AgreementAlternative Restructuring Proposal; and (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth except as otherwise provided in Section 5.01(a)(iii) of this Agreement, prevent any require a Consenting Creditor from supporting the entry intoto incur any non-reimbursable expenses, and approval ofliabilities, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) obligations, or to agree to any commitments, undertakings, concessions, indemnities, or other arrangements that could result in respect of the Secured expenses, liabilities, or other obligations to such Consenting Creditor Claims Litigationor its affiliates.

Appears in 1 contract

Samples: Restructuring Support Agreement (View, Inc.)

Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated in the Chapter 11 Cases, in each case to the extent consistent with this Agreement; (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee and other creditors that are not Consenting CreditorsTrustee); (cb) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility)Transactions; (dc) prevent any Consenting Creditor from enforcing any right, remedy, condition, consent, or approval under this Agreement or any other Definitive Document, Document to the extent not inconsistent with this Agreement or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s)this Agreement; (d) limit under any applicable bankruptcy, insolvency, foreclosure or exercising its rights or remedies specifically reserved herein or similar proceeding, including, appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case provided that such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and do not hinder, delay or prevent consummation of the Definitive DocumentsRestructuring Transactions; (e) obligate a Consenting Creditor limit any right to deliver a vote take or direct any action relating to support the Plan (maintenance, protection, or the Non-TopCo Plan, as applicable) or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result preservation of the occurrence of the Effective Date); any collateral provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to change its vote at any time before entry of the Confirmation Order; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal or other professional or business professional privilege; (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this AgreementAgreement and does not hinder, delay or prevent consummation of the Restructuring Transactions; and (kf) impair limit any right to purchase, sell or diminish enter into any transactions in connection with respect to any claims or interests held by the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) Consenting Creditors, subject to the requirements set forth in Section 5.01(a)(iii) terms of this Agreement, prevent any Consenting Creditor from supporting the entry into, and approval of, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims Litigation.

Appears in 1 contract

Samples: Restructuring Support Agreement (Venator Materials PLC)

Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated in the Chapter 11 Cases, in each case to the extent consistent with this Agreement; (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Restructuring Transactions or the Chapter 11 Cases (including any official committee and the United States Trustee and Trustee) or any other creditors that are not Consenting Creditors)Implementation Mechanism; (cb) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or Transactions; (c) be construed to prohibit any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to from appearing as a proposed replacement or incremental debtorparty-in-possession financing (other than the Replacement/Incremental DIP Facility)interest in a Chapter 11 Case, so long as such appearance and any positions advocated in connection therewith are not materially inconsistent with this Agreement; (d) prevent be construed to prohibit any Consenting Creditor from enforcing this Agreement or any other Definitive Documentasserting, or from contesting whether any matter, factfactor, or thing is a breach of, or is materially inconsistent with, such document(s), or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documentsthis Agreement; (e) obligate a any Consenting Creditor to deliver a vote waive (to support the Plan (or the Non-TopCo Plan, as applicable) or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed void ab initio and extent waivable by such Consenting Creditor shall have the opportunity to change its vote at Creditor) any time before entry of the Confirmation Ordercondition set forth in any Definitive Document; or (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take incur any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal expenses, liabilities or other professional obligations, or business professional privilege; (g) prevent agree to any commitments, undertakings, concessions, indemnities or other arrangements that are reasonably likely to result in expenses, liabilities, or other obligations to any Consenting Creditor by reason or any of its affiliates; provided that nothing in the foregoing clause (f) shall serve to limit, alter, or modify any Consenting Creditor’s obligations under the terms of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this Agreement; (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth in Section 5.01(a)(iii) of this Agreement, prevent any Consenting Creditor from supporting the entry into, and approval of, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims LitigationDefinitive Documents.

Appears in 1 contract

Samples: Restructuring Support Agreement (Valaris PLC)

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Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.017.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed to prohibit any Consenting Creditor from appearing as a party in interest and filing papers in any matter to be adjudicated in the Chapter 11 CasesCases or the Dutch Scheme Proceedings, in each case to the extent consistent with this Agreement; (b) affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including the United States Trustee and other creditors that are not Consenting Creditors)) or the Dutch Scheme Proceedings regarding any aspect of the Restructuring Transactions, including modifications thereto; (c) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or Transactions, the Chapter 11 Cases, including Cases or the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility)Dutch Scheme Proceedings; (d) prevent any Consenting Creditor from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s), or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documents; (e) obligate a Consenting Creditor to deliver a vote to support the Chapter 11 Plan (or the Non-TopCo Plan, as applicable) WHOA Plan or prohibit a Consenting Creditor from withdrawing such vote, in each case case, from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed void ab initio and such Consenting Creditor shall have the opportunity to change its vote at any time before entry of the U.S. Confirmation Order or the Dutch Sanction Order, as applicable; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, or (ii) require any Consenting Creditor to take any action that is prohibited by applicable Law or to waive or forego the benefit of any applicable legal privilege (such as attorney-client privilege or other professional or business professional common interest privilege); (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Law; (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the Interim DIP Order or Final DIP Order (as applicable) or other order of the U.S. Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this Agreement; or (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth in Section 5.01(a)(iii) of this Agreement, prevent require any Consenting Creditor from supporting the entry intoto consent to, and approval ofacquiesce in, vote for, support, or not object to any proposed replacement Alternative Restructuring Proposal or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims Litigationany portion thereof.

Appears in 1 contract

Samples: Guarantor Limited Release Agreement (DIEBOLD NIXDORF, Inc)

Additional Provisions Regarding the Consenting Creditors’ Commitments. 6.01. Notwithstanding anything contained in this Agreement, nothing in this Agreement shall: (a) be construed subject to prohibit any Consenting Creditor from appearing confidentiality obligations set forth in the Indenture or First Lien Credit Agreement, as a party in interest and filing papers applicable, this Agreement or in any matter to be adjudicated in confidentiality agreement entered into by a Company Party and a Consenting Creditor, or the Chapter 11 Cases, in each case advisors to the extent consistent with this Agreement; (b) Consenting Creditors, affect the ability of any Consenting Creditor to consult or negotiate with any other Consenting Creditor, the Company Parties, or any other party in interest in the Chapter 11 Cases (including any official committee and the United States Trustee and other creditors that are not Consenting CreditorsTrustee); (cb) impair or waive the rights of any Consenting Creditor to assert or raise any objection permitted under this Agreement in connection with the Restructuring Transactions or the Chapter 11 Cases, including the rights of the Xxxxxxx Crossover Ad Hoc Group or any Consenting Creditor to pursue, or direct another Entity to pursue, the Secured Creditor Claims Litigation or object on any basis to a proposed replacement or incremental debtor-in-possession financing (other than the Replacement/Incremental DIP Facility)Transactions; (dc) prevent any Consenting Creditor from enforcing this Agreement or any other Definitive Document, or from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, such document(s)this Agreement; (d) other than as may be required by a court of competent jurisdiction, including the Bankruptcy Court, require any Consenting Creditor to provide any information that it determines, in its sole discretion, to be sensitive or exercising its rights or remedies specifically reserved herein or in any of the Definitive Documentsconfidential; (e) obligate a Consenting Creditor to deliver a vote to support the Amended Plan (or the Non-TopCo Plan, as applicable) or prohibit a Consenting Creditor from withdrawing such vote, in each case from and after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date); provided provided, however, that upon the withdrawal of any such vote after the Termination Date (other than a Termination Date as a result of the occurrence of the Effective Date), such vote shall be deemed null and void ab initio and such Consenting Creditor shall have the opportunity to change its vote at any time before entry of the Confirmation Ordervote; (f) (i) prevent any Consenting Creditor from taking any action which is required by applicable Law, Law or (ii) require any Consenting Creditor to take any action that which is prohibited by applicable Law or to waive or forego the benefit of any applicable legal or other professional or business legal/professional privilege; (g) prevent any Consenting Creditor by reason of this Agreement or the Restructuring Transactions from making, seeking, or receiving any regulatory filings, notifications, consents, determinations, authorizations, permits, approvals, licenses, or the like that are required by applicable Lawlike; or (h) prevent any Consenting Creditor from enforcing its rights or the Debtors’ obligations under the DIP Order or other order of the Bankruptcy Court; (i) prevent any Consenting Creditor from taking any customary perfection step or other action as is necessary to preserve or defend the validity, existence or priority of its Company Claims (including, without limitation, the filing of a proof of claim against any Company Party); provided that the prosecution of any Guarantee Claims shall be subject to the Guarantee Litigation Scheduling Order and Section 7.05; (j) prohibit any Consenting Creditor from taking any action that is not inconsistent with this Agreement; (k) impair or diminish the Xxxxxxx Crossover Ad Hoc Group Consent Right or the HoldCo Creditor Group Consent Right; (l) subject to the requirements set forth in Section 5.01(a)(iii) of this Agreement, prevent any Consenting Creditor from supporting the entry into, and approval of, any proposed replacement or incremental debtor-in-possession financing; or (m) prohibit the Xxxxxxx Crossover Ad Hoc Group from commencing and/or prosecuting a contested matter(s), adversary proceeding(s) or other proceeding(s) in respect of the Secured Creditor Claims Litigation.

Appears in 1 contract

Samples: CBL & Associates Limited Partnership

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