Agreements of the Debtors. Each Debtor (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things (including delivery to the Administrative Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Administrative Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities (and each Debtor hereby authorizes the Administrative Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction), (b) will not maintain any place of business at any location other than in the United States, (c) will give the Administrative Agent prompt notice (in any event within 30 days) of any change its state of organization or incorporation or its name, identity or corporate structure to the extent that any financing statement filed to perfect the Administrative Agent’s interests under this Agreement would become seriously misleading as a result of such change (provided that this Section 6(c) shall not be deemed to authorize any change or transaction prohibited under the Credit Agreement), (d) will furnish the Administrative Agent such information concerning such Debtor, the Collateral and the Account Debtors as the Administrative Agent may from time to time reasonably request, (e) will, subject to the terms of the Credit Agreement, permit the Administrative Agent and its designees, from time to time, on reasonable prior notice and at reasonable times and intervals during normal business hours (or at any time without notice during the existence of an Event of Default) to inspect such Debtor’s Inventory and other Goods, and to inspect, examine and make copies of and extracts from all records and all other papers in the possession of such Debtor pertaining to the Collateral and the Account Debtors, and will, upon request of the Administrative Agent during the existence of an Event of Default, deliver to the Administrative Agent all of such records and papers, (f) will, upon request of the Administrative Agent, stamp on its records concerning the ...
Agreements of the Debtors. Each Debtor (a) at their sole cost and expense, will execute and deliver all such agreements and instruments as necessary (or as Agent may reasonably request) to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by hereunder or any other Loan Document and do such acts as may be reasonably necessary under applicable U.S. or state law, including the filing of any such notice filings or other agreements or instruments, at such times and at such places as are necessary (or as the Agent may reasonably request), in each case subject to the terms of this Agreement or any other Loan Document, in order to establish and maintain valid, attached and perfected first-priority security interests in the Collateral in favor of the Lender Parties, free and clear of all Liens and claims and rights of third parties whatsoever except Permitted Liens; each Debtor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (x) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (y) as being of an equal or lesser scope or within greater detail, and (ii) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Debtor is an organization, the Type of Organization and the Organizational ID Number issued to such Debtor and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, such Debtor further ratifies and affirms its authorization for any financing statements and/or amendments thereto, filed by the Agent in any jurisdiction prior to the date of this Agreement; (b) will keep all its Inventory at, and will not maintain any place of business at any location other than, its address(es) shown on Schedule I hereto or at such other addresses of which such Debtor shall have given the Agent not less than thirty (30) days’ prior...
Agreements of the Debtors. (a) The Debtors shall file the Amended Plan with the Bankruptcy Court within two (2) Business Days of the Support Commencement Date.
(b) The Debtors agree to not modify or amend the Amended Plan in a way that negatively impacts the economic recovery to Claims in classes A6 (2018 Notes Claims against the Nuverra Group Debtors), B6 (AWS Debtor Unsecured Debt Claims), C6 (Badlands (DE) Debtor unsecured Debt Claims) and A8 (Nuverra Group Rejection Damage Claims) (Classes A6, B6, C6 and A8, collectively, the “Affected Classes”) without the Committee’s consent; provided, however, that the Debtors may, without the consent of the Committee, eliminate the Rights Offering or limit the size of the 2018 Noteholder Rights to $30 million; and provided further, however, that in no event shall the 2021 Noteholder Rights under the Amended Plan exceed $75 million or be exercisable upon a Plan Value less than $350 million.
(c) The Debtors agree that the aggregate amount of allowed Claims in the Affected Classes shall be no more than $45 million.
(d) The Debtors agree that, until such time as the Debtors, as reorganized, become publicly listed, the Debtors shall cooperate reasonably in the administrative processing of transfers of equity for purposes of recognizing such transfers on its register of equity holders.
Agreements of the Debtors. Each Debtor
(a) will, upon request of the Secured Party, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary by the Secured Party) and do such other acts and things, all as the Secured Party may from time to time reasonably request to establish and maintain a valid perfected security interest in the Collateral to secure the payment of the obligations, provided that notwithstanding the foregoing such Debtor shall not be required to file fixture filings (other than standard Uniform Commercial Code financing statements), mortgages or deeds of trusts with respect to any fixtures;
(b) will keep at its principal place of business, its records concerning the Collateral, which records will be of such character as will enable the Secured Party or their designees to determine at any time the status thereof, and such Debtor will not, unless the Secured Party shall otherwise consent in writing, duplicate any such records at any other address; and
(c) will furnish the Secured Party such information concerning such Debtor and the Collateral as the Secured Party may from time to time reasonably request.
Agreements of the Debtors. Each Debtor (a) will, upon request of the Collateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Collateral Agent) and do such other acts and things (including, without limitation, delivery to the Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Collateral Agent may from time to time reasonably request, to establish and maintain a valid security interest in the Collateral (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities (and each Debtor hereby authorizes the Collateral Agent to file any financing statement without its signature, to the extent permitted by applicable law, and/or to file a copy of this Agreement as a financing statement in any jurisdiction, it being understood that the Collateral Agent will use reasonable efforts to notify the applicable Debtor of any such filing and the details thereof, but failure to do so shall not affect the effectiveness thereof or impose any liability on the Collateral Agent);
Agreements of the Debtors. During the Effective Period and subject to Section 26 hereof:
Agreements of the Debtors. Each Debtor: (a) hereby irrevocably authorizes the Bank at any time, and from time to time, to file in any jurisdiction, any initial financing statements and amendments thereto that: (i) indicate the Collateral as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed and (ii) contain any other information required by
Agreements of the Debtors. (a) The Debtors hereby agree that, as soon as reasonably practicable, but in no event later than August 15, 2016, the Debtors shall file with the Bankruptcy Court voluntary petitions for relief under chapter 11 of the Bankruptcy Code and any and all other documents necessary to commence the Bankruptcy Cases of each Debtor.
(b) The Debtors hereby agree to file the Plan, the Disclosure Statement and motion seeking entry of the Disclosure Statement Order with the Bankruptcy Court no later than August 15, 2016.
(c) Within one business day of the Petition Date, the Debtors shall file the DIP Financing Motion seeking entry of the DIP Orders that shall authorize the Debtors’ entry into the DIP Credit Agreement and DIP Facilities, which motion shall be in form and substance reasonable acceptable to the Debtors, the DIP Agent, the Required DIP Lenders, the Required Supporting Noteholders, and the Supporting Lenders.
(d) No later than August 11, 2016, the Debtors shall file one or more motions to reject certain unexpired leases as agreed to by the Required Supporting Noteholders and the Supporting Lenders.
(e) During the Effective Period, the Debtors shall: (i) support and take all steps necessary or desirable to obtain orders of the Bankruptcy Court in respect of the Restructuring, including obtaining entry of the RSA Assumption Order, the DIP Orders, Disclosure Statement Order and Confirmation Order; (ii) support and take all steps reasonably necessary or desirable to consummate the Restructuring in accordance with this Agreement, including the preparation and filing within the time-frame provided herein of the Approved Transaction Documents;
Agreements of the Debtors. Each Debtor (a) will, upon request of the Collateral Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Collateral Agent) and do such other acts and things (including, without limitation, delivery to the Collateral Agent of any Instruments or Certificated Securities which constitute Collateral), all as the Collateral
Agreements of the Debtors
