Common use of Bankruptcy Covenants Clause in Contracts

Bankruptcy Covenants. (a) As soon as practicable following the execution of this Agreement (and in no event later than December 5, 2003), Company shall, and shall cause each of the other Debtors to, file the Plan. As soon as practicable thereafter (and in no event later than December 18, 2003), Company shall, and shall cause each of the other Debtors to, file a Disclosure Statement with respect to the Plan. Thereafter, without the prior written consent of Purchaser, Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Plan or the Disclosure Statement with respect to the business, operations, assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Plan or file any other plan of reorganization of the Debtors. Company shall, and shall cause each of the other Debtors to, promptly provide Purchaser with (i) proposed final drafts of all documents, motions, orders, filings, pleadings, supplements or amendments that Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, this Agreement or any provision therein or herein, and will provide Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statement. Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, as contemplated by the Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease or other executory contract. Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days after receipt of such pleadings by the Debtors) provide Purchaser with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case after the date hereof. (b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide Purchaser with written notice (and copies) of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, either of such orders and any related briefs. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and shall cause each of the other Debtors to, file a motion (the "Investment Motion") for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writing. (d) Promptly after the execution of this Agreement (and in no event later than five (5) Business Days following execution of this Agreement), Company shall file a motion to seek authorization to pay, with respect to the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company shall use commercially reasonable efforts to obtain an order granting such authorization as soon as practicable.

Bankruptcy Covenants. (a) Promptly after the execution of this Agreement, the Parent and the Company shall, and shall cause each of the other Debtors to, file a motion (the "Initial Merger Motion") for expedited determination of approval of the Exclusivity Provisions (as defined in Section 4.7(a)), the Company Breakup Fee and the Buyer Breakup Fee (as defined in Section 4.8(a)) and the Buyer Reimbursement (as defined in Section 4.21) provided for in this Agreement in form and substance acceptable to the Buyer. The Parent and the Company shall, and shall cause each of the other Debtors to, use its best efforts to obtain an order approving the Initial Merger Motion (the "Initial Merger Order") within 15 days after the date of this Agreement, which order shall be in form and substance acceptable to the Buyer, the Parent and the Company with only such changes as shall be agreed to by all the Parties in writing. (b) As soon as practicable following the execution of this Agreement (and in no event later than December 5August 20, 20031998), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court the Amended Plan. As soon as practicable thereafter following the filing of the Amended Plan (and in no event later than December 18August 24, 20031998), the Parent and the Company shall, and shall cause each of the other Debtors to, file with the Bankruptcy Court a Disclosure Statement with respect related thereto in form and substance reasonably acceptable to the PlanBuyer and the Company (the "Disclosure Statement"). Thereafter, without the prior written consent of Purchaserthe Buyer, the Parent and the Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Amended Plan or the Disclosure Statement with respect to the businessor, operationsexcept as provided in Section 4.7(b), assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Amended Plan or file any other plan of reorganization of the Debtors. . (c) The Parent and the Company shall, and shall cause each of the other Debtors to, promptly provide Purchaser the Buyer with (i) proposed final drafts of all documents, motions, orders, filingsfilings or pleadings that the Parent, pleadings, supplements or amendments that the Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Amended Plan, this Agreement or any provision therein or herein, and will provide Purchaser the Buyer with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statementextent reasonably practicable. The Parent and the Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaserthe Buyer, and consider in good faith the views of Purchaserthe Buyer, as contemplated by the Amended Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease lease, license or other executory contract. The Parent and the Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days 48 hours after receipt of such pleadings by the Debtors) provide Purchaser the Buyer with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case Chapter 11 Proceeding after the date hereof. (b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from which either the Confirmation Orders Parent or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide Purchaser with written notice (and copies) of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, either of such orders and any related briefsknows have not otherwise been served on the Buyer. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and shall cause each of the other Debtors to, file a motion (the "Investment Motion") for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writing. (d) Promptly after the execution of this Agreement (and in no event later than five (5) Business Days following execution of this Agreement), Company shall file a motion to seek authorization to pay, with respect to the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company shall use commercially reasonable efforts to obtain an order granting such authorization as soon as practicable.

Bankruptcy Covenants. (a) As soon as practicable following the execution of this Agreement (and in no event later than December 5, 2003), Company shall, and shall cause each of the other Debtors to, file the Plan. As soon as practicable thereafter (and in no event later than December 18, 2003), Company shall, and shall cause each of the other Debtors to, file a Disclosure Statement with respect to the Plan. Thereafter, without the prior written consent of Purchaser, Company shall not, and shall cause each of the other Debtors not to, amend or modify any material provision of the Plan or the Disclosure Statement with respect to the business, operations, assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Plan or file any other plan of reorganization of the Debtors. Company shall, and shall cause each of the other Debtors to, promptly provide Purchaser with (i) proposed final drafts of all documents, motions, orders, filings, pleadings, supplements or amendments that Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, this Agreement or any provision therein or herein, and will provide Purchaser with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statement. Company shall, and shall cause each of the other Debtors to, consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, as contemplated by the Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease or other executory contract. Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days after receipt of such pleadings by the Debtors) provide Purchaser with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors in connection with the Case after the date hereof. (b) In the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser of such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide Purchaser with written notice (and copies) of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, either of such orders and any related briefs. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and shall sha ll cause each of the other Debtors to, file a motion (the "“Investment Motion"”) for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writing. (d) Promptly after the execution of this Agreement (and in no event later than five (5) Business Days following execution of this Agreement), Company shall file a motion to seek authorization to pay, with respect to the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company shall use commercially reasonable efforts to obtain an order granting such authorization as soon as practicable.

Bankruptcy Covenants. (a) The Company shall file its motion to approve the Investor Breakup Fee as soon as practicable after the Petition Date, but in no event later than five (5) Business Days after the Petition Date, seeking therein the approval of the Bankruptcy Court to the payment of the Investor Breakup Fee in accordance with the terms of this Agreement and the treatment of any unpaid portion of the Investor Breakup Fee as an administrative priority claim under Section 503(b) of the Bankruptcy Code. The motion and the Approval Order shall be acceptable in form and substance to the Investors and their counsel. The Company shall use its reasonable best efforts to cause the Bankruptcy Court to enter the Approval Order as soon as practicable after the Petition Date, but in any case, not later than thirty (30) days after the Petition Date. (b) As soon as practicable following the execution of this Agreement (and in no event later than December 5Agreement, 2003), the Company shall, and shall cause each of the other Debtors to, file the PlanReorganization Plan with the Bankruptcy Court. As soon as practicable thereafter (and in no event later than December 18, 2003), Company shall, and shall cause each following the filing of the other Debtors toReorganization Plan, the Company shall file with the Bankruptcy Court a Disclosure Statement with respect related thereto in form and substance reasonably acceptable to the Investors and the Company (the "Disclosure Statement"). The Company shall exercise its reasonable best efforts to (i) obtain Bankruptcy Court approval of the Disclosure Statement; (ii) solicit and obtain acceptances of the Reorganization Plan in accordance with the provisions of the Bankruptcy Code, and (iii) confirm the Reorganization Plan, either consensually, or by way of "cram down" under Section 1129(b) of the Bankruptcy Code. Thereafter, without Without the prior written consent of Purchaserthe Investors, the Company shall not, and shall cause each of the other Debtors not to, amend or modify in any material respect any provision of the Reorganization Plan or the Disclosure Statement with respect material to the businessinterests of the Investors pursuant to this Agreement, operations, assets, condition (financial or otherwise) or prospects of Reorganized Covanta and its Subsidiaries or withdraw the Reorganization Plan or file any other plan of reorganization reorganization, except in connection with termination of this Agreement. Without the prior written consent of the DebtorsInvestors, which consent shall not be unreasonably withheld or delayed, the Company shall not amend or modify in any material respect the Disclosure Statement. Except in conjunction with termination of this Agreement, all motions, agreements, orders, stipulations and settlements entered into with respect to the Company shallor any of its rights, and obligations, assets or liabilities shall cause each be consistent with the rights of the other Debtors toInvestors pursuant to this Agreement. (c) Without limiting the provisions of this Agreement, the Approval Order or the Reorganization Plan, the Company shall promptly provide Purchaser the Investors with (i) proposed final drafts of all documents, motions, orders, filings, pleadings, supplements filings or amendments pleadings that the Company or any other Debtor proposes to file with the Bankruptcy Court which relate to the consummation or approval of the Plan, Reorganization Plan or this Agreement or any provision therein or hereinAgreement, and will provide Purchaser the Investors with reasonable opportunity to review and comment upon such filings and (ii) any objections to the Plan or Disclosure Statementextent reasonably practicable. The Company shall, and shall cause each of promptly provide the other Debtors to, consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, as contemplated by the Plan, with respect to all such filings and the acceptance or rejection prior to Closing of any unexpired lease or other executory contract. Company shall, and shall cause each of the other Debtors to, promptly (and, in any event, within two (2) Business Days after receipt of such pleadings by the Debtors) provide Purchaser Investors with copies of all pleadings (other than proofs of claim below $10,000 in amount) received by or served by or upon any of the Debtors Company in connection with the Case Chapter 11 Proceeding after the date hereof. (b) In , unless Cerberus Capital Management, L.P. is specifically listed on the event an appeal is taken, or a stay pending appeal is requested or reconsideration is sought, from either the Confirmation Orders or the Disclosure Statement Order, Company shall promptly after becoming aware thereof notify Purchaser certificate of service relating to such notice of appeal, request for a stay pending appeal or motion for reconsideration. Company shall also provide Purchaser with written notice (and copies) of any other or further notice of appeal, motion or application filed in connection with any appeal from or application for reconsideration of, either of such orders and any related briefs. (c) Promptly after the execution of this Agreement (and in no event later than two (2) Business Days following the execution of this Agreement), Company shall, and shall cause each of the other Debtors to, file a motion (the "Investment Motion") for expedited determination of the approval of the Exclusivity Provisions (as defined in Section 6.10(a)), the Termination Fee and the Expense Reimbursement provided for in this Agreement in form and substance reasonably acceptable to Purchaser. Company shall, and shall cause each of the other Debtors to, use commercially reasonable efforts to obtain the Approval Order by December 18, 2003, which order shall be in form and substance reasonably acceptable to Purchaser and Company, with only such changes as shall be agreed to by Purchaser and Company in writingpleading. (d) Promptly after The Company shall oppose and/or seek any necessary relief to preclude to the execution of this Agreement (extent possible, any and in no event later than five (5) Business Days following execution all actions taken by third parties that if successful, would be contrary to the terms of this Agreement), the Reorganization Plan or otherwise adversely affect the consummation and implementation of the Reorganization Plan, including, without limitation, any attempts to terminate or modify the Company's exclusive right to file and confirm any plan of reorganization under the Bankruptcy Code, any actions to terminate or modify the automatic stay to allow the exercise of remedies against the Company shall file a or the property of its bankruptcy estate, any motion to seek authorization to pay, with respect to dismiss or convert the Second Lien L/C Credit Facility Credit Agreement, a commitment fee of up to $125,000, and cost reimbursement of up to $75,000. Company shall use commercially reasonable efforts bankruptcy case or any actions taken by third parties to obtain an order granting such authorization as soon as practicablecontrol, directly or indirectly, of the Company for the purpose of withdrawing the Reorganization Plan or otherwise precluding its confirmation.