Common use of Bankruptcy Matters Clause in Contracts

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party Until the Discharge of Priority Lien Obligations has any present intent to file any voluntary petition under any chapter of the Bankruptcy Codeoccurred, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, if ION or any other voluntary Guarantor shall be subject to any insolvency or involuntary petition for relief under liquidation proceeding and any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting Priority Lien Representative shall desire to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting permit the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateralCash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which such Priority Lien Representative, such Priority Lien Collateral Agent or any other creditor has a Lien or to permit ION or any Guarantor to obtain financing, whether from the Priority Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar bankruptcy law (“DIP Financing”), then the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for such Cash Collateral use and/or DIP Financing which are acceptable to any Priority Lien Representative) and to the extent the Liens securing the Priority Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and the Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will not request adequate protection or any other relief in connection therewith (except (i) that the Priority Lien Representative acknowledges that the Parity Lien Representative may have adequate protection for its Liens on the Collateral to the same extent as the Priority Lien Representative, provided that such Liens are subordinated to any Liens of the Priority Lien Representative or (ii) as expressly agreed by the Priority Lien Representative); provided that the aggregate principal amount of the DIP Financing, when taken together with any remaining Priority Lien Obligations, shall not exceed an amount equal to 110% of the aggregate principal amount of Priority Lien Obligations outstanding immediately prior to the commencement of such insolvency or liquidation proceeding, and the Trustee and the holders of the New Second Lien Convertible Notes retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No holder of New Second Lien Convertible Notes may provide DIP Financing to ION or any Guarantor secured by Liens equal or senior in priority to the Liens securing any Priority Lien Obligations; provided, that any Liens which secure any part of the DIP Financing provided by any holders of the New Second Lien Convertible Notes shall be permitted, so long as they are junior to the Liens which secure the Priority Lien Obligations. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree that it will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral (other than to the Priority Lien Secured Parties or their affiliates) under Section 363 of the Bankruptcy Code) Code if the requisite Priority Lien Secured Parties have consented to such sale, liquidation or other disposition. The Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will further agree that it will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition (other than to the Loan Documents; Priority Lien Secured Parties or their affiliates), including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Priority Lien Secured Parties have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) an order from the Court granting immediate sale, liquidation or disposition of such assets, in which event the holders of the New Second Lien Convertible Notes will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the holders of the New Second Lien Convertible Notes under Section 363(k) of the Bankruptcy Code. The Trustee, for itself and on behalf of the holders of the New Second Lien Convertible Notes, agrees that in any insolvency or liquidation proceeding, neither the Trustee nor the holders of the New Second Lien Convertible Notes shall propose, support or vote for any plan of reorganization or disclosure statement of ION or any other Guarantor unless such plan is accepted by the class of Priority Lien Secured Parties in accordance with Section 1126(c) of the U.S. Bankruptcy Code or otherwise provides for the payment in full in case of all Priority Lien Obligations (including all post-petition interest, fees and expenses) on the effective date of such plan of reorganization. So long as the Discharge of Priority Lien Obligations has not occurred, without the express written consent of the Priority Lien Collateral Agent, neither the Collateral Agent nor any holder of the New Second Lien Convertible Notes shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any insolvency or liquidation proceeding involving ION or any Guarantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of the Priority Lien Secured Parties or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the Priority Lien Secured Parties of interest, fees or expenses under Section 506(b) of the U.S. Bankruptcy Code. Until the Discharge of Priority Lien Obligations has occurred, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes will agree that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay pursuant to Section 362 or any other stay in any insolvency or liquidation proceeding in respect of the Bankruptcy Code so as to permit Lender to exercise all Collateral, without the prior written consent of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that Priority Lien Representatives or (xii) the occurrence oppose (or existence of any breach or default under this Agreement or any Event of Default under support any other Loan Document shall, Person in and of itself, constitute “cause” opposing) any request by any Priority Lien Representative or Priority Lien Collateral Agent for relief from such stay. The Trustee and the automatic stay pursuant to the provisions of Section 362(d)(1) Collateral Agent, for itself and on behalf of the Bankruptcy Code, and (y) holders of the New Second Lien Convertible Notes will agree that neither it nor any holders of the New Second Lien Convertible Notes will file or prosecute in no event shall any Loan Party contest a insolvency or liquidation proceeding any motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose for adequate protection (or accept all any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or a portion of the Collateral in full contest (or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt join with or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage support any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying onobjecting to, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.opposing or contesting):

Bankruptcy Matters. The Sellers intend to file voluntary petitions under Chapter 11 of the Bankruptcy Code (collectively, the "Bankruptcy Case") before the United States Bankruptcy Court for the Northern District of Illinois (the "Bankruptcy Court"). In light of the Bankruptcy Case of the Sellers, the following are requirements of the consummation of the transactions contemplated by this Agreement; and time is of the essence with respect to all time deadlines in such requirements unless and except to the extent that Buyer agrees in writing to extend any such deadline for the Sellers to perform: (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of The Bankruptcy Case shall be filed with the Bankruptcy CodeCourt on or before March 4, or directly or indirectly 2002, which date the Sellers may extend for an additional period of up to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Partyfifteen (15) days. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice On or before filing any voluntary proceeding, or cooperating with or consenting to five (5) calendar days after the filing for any involuntary proceeding, under any chapter date of the Bankruptcy Case, the Sellers shall file in the Bankruptcy Case a motion to (i) approve this Agreement and the consummation of the transactions contemplated hereby under Bankruptcy Code or ss.363 and any and all other applicable bankruptcy statutes and rules of procedure; and (ii) approve procedures for competing bids regarding this Agreement and the consummation of the transactions contemplated hereby and to set a final hearing for approval of this Agreement and the consummation of the transactions contemplated hereby (the "Bankruptcy Motion"). The Bankruptcy Motion shall be in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition form and content satisfactory to Buyer and the Sellers and drafts thereof must be provided to Buyer for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above review and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to comments by Buyer's counsel and approved by Buyer no later than the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter date of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day ordersCase. (c) Lender The Sellers shall immediately become entitleduse best efforts, among other relief to which Lender may be entitled under on or before thirty five (35) calendar days after the Loan Documents, and at law or in equityfiling date of the Bankruptcy Case, to obtain upon ex parte application therefor the Bankruptcy Court's entry of an order (the "Procedures Order"), approving the procedures for competing bids in the Bankruptcy Motion and without further notice or action setting a final hearing for approval of the this Agreement and the consummation of the transactions contemplated hereby. The Procedures Order entered by the Bankruptcy Court must be in form and content satisfactory to both the Sellers and the Buyer and must establish the procedures governing the submission of any kind, (i) an order from any court of competent jurisdiction (competing bid for the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 purchase of the Bankruptcy Code) in connection with Purchased Assets and the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 assumption of the Bankruptcy Code so as to permit Lender to exercise all Assumed Liabilities and the conduct of Lender’s rights an auction if any such competing bid is submitted, including, without limitation, a provision for initial and remedies pursuant to subsequent bidding increments that the Loan Documents, Sellers and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by LenderBuyer mutually approve. (d) Each Loan Party represents The Sellers shall use best efforts, on or before seventy (70) calendar days after the filing date of the Bankruptcy Case, to obtain the Bankruptcy Court's entry of an order (the "Sale Order") approving this Agreement and warrants the consummation of the transactions contemplated hereby. Among other things, the Sale Order must adjudicate, under Bankruptcy Code ss.363(f) and to Lender the full extent allowed by that statute, that the sale of the Purchased Assets to Buyer is free and agrees clear of all Liens and adverse interests of any kind that can be extinguished as follows:to the Purchased Assets in accordance with Bankruptcy Code ss.363(f); and such Sale Order must further adjudicate that Buyer is a good faith purchaser of the Purchased Assets entitled to all of the protections of Bankruptcy Code ss. 363(m). The Sale Order entered by the Bankruptcy Court must be in form and content satisfactory to the Buyer and the Sellers. (ie) The Bankruptcy Motion shall request, and the Loan Parties have assured Lender Sellers shall use best efforts to obtain the Bankruptcy Court's adjudications in the Procedures Order, that Buyer shall receive full cash reimbursement from the Sellers of all actual costs and fees (including reasonable attorneys' fees) incurred by Buyer and any professionals retained by Buyer in negotiating, documenting, investigating and obtaining Bankruptcy Court approval of this Agreement and the consummation of the transactions contemplated hereby, if Buyer is not the successful bidder for the Purchased Assets at the hearing scheduled by the Bankruptcy Court to approve this Agreement (the "Sale Hearing"), or if the consensual out-of-court restructuring transactions contemplated by this Agreement cando not be carried out close as a result of a material breach by the Loan Parties Sellers under this Agreement, provided that Buyer is not then in accordance with the terms material breach of this Agreement, then subject to a maximum amount of $375,000. (f) The Sellers shall use best efforts to obtain the Loan Parties intend Bankruptcy Court's adjudication in the Procedures Order that Buyer shall be paid by the Sellers the amount of $875,000.00 in cash (the "Break-Up Fee") in addition to allow Lender to foreclose the costs and fees described in subparagraph (e) above, if Buyer is not the successful bidder for the Purchased Assets at the Sale Hearing, or accept all or a portion of if the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies transactions contemplated by this Agreement do not close as a secured creditor; (ii) result of either a material breach by the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender Sellers under this Agreement or a failure by Sellers to satisfy a material obligation under this Agreement that is within Sellers' control, provided that Buyer is not then in material breach of this Agreement. Such Break-Up Fee shall be, and the other Loan Documentsis, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction in recognition of the Obligations to Lender would be inconsistent with fact that any competitive bidder appearing and contrary bidding more than Buyer will have been brought to the intentions bidding process at the level of the parties hereto; ultimate successful bid because of this Agreement. The Sellers also shall obtain binding commitments from their pre-petition bank group to use their commercially reasonable efforts to support the Break-Up Fee. (vg) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the The Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender Motion shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminatedrequest, and the Loan Parties Sellers shall use best efforts to obtain the Bankruptcy Court's adjudications in the Sale Order, pursuant to Bankruptcy Code ss.ss. 363 and 365, for the assumption by the Sellers and assignment tx Xxxer of the Purchased Leases and the Purchased Contracts, provided that the Purchase Price, as provided in Section 1. 41 hereof, shall be estopped from objecting to or opposing reduced by the amount of the Cure Costs, as provided in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement1.15 hereof.

Bankruptcy Matters. (a) Each Loan Party represents Delta shall file the Plan and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Disclosure Statement with the Bankruptcy CodeCourt, in a form reasonably acceptable to Laramie as to matters related to Laramie, the Company, and this Agreement, on or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents before June 4, 2012, and warrants to Lender that it has no knowledge such filings shall include, among other required components, a final, executed form of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Partythis Agreement. (b) Each Loan Party covenants Delta shall file an executed form of this Agreement with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Bankruptcy Court as an exhibit to the filing for Plan and Disclosure Statement (but which shall not include any involuntary proceeding, under any chapter of the Bankruptcy Code Exhibits or Schedules hereto containing confidential information, which may only be reviewed by parties in connection interest upon execution of a confidentiality agreement), along with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day ordersappropriate notice. (c) Lender Delta shall immediately become entitledobtain the Break-up Fee Order from the Bankruptcy Court on or before June 4, among other relief to which Lender may be entitled under the Loan Documents2012, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtorBreak-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event up Fee Order shall any Loan Party contest be a motion to lift the automatic stay filed by LenderFinal Order. (d) Each Loan Party represents Delta shall promptly provide Laramie with final drafts of all documents, motions, orders, filings or pleadings that Delta proposes to file with the Bankruptcy Court which relate to (i) this Agreement or the transactions contemplated hereunder, (ii) the Plan, (iii) the Disclosure Statement, (iv) the Confirmation Order, (v) the Break-up Fee, and warrants (vi) the acquisition of the Delta Assets, and will provide Laramie with a reasonable opportunity to Lender review such documents in advance of their service and agrees as follows:filing to the extent reasonably practicable. Delta shall consult and cooperate with Laramie, and consider in good faith the views of Laramie, with respect to all such filings. Without the prior written consent of Laramie, Delta shall not seek to amend or modify any provision in the Plan or the Plan Confirmation Order to effect a change in the terms and conditions of the transactions contemplated by the Agreement which would reasonably be expected to have a material adverse effect on Laramie or the Company or on the ability of Delta, Laramie and the Company to consummate the transactions contemplated hereby within the time periods set forth in this Agreement. (e) Delta and the Company shall use commercially reasonable efforts to cooperate, assist and consult with each other to secure the entry of the Plan Confirmation Order following the date hereof, and to consummate the transactions contemplated by this Agreement (including (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out assignment to and assumption by the Loan Parties Company of the Delta Contracts in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence obtaining any Insolvency Proceeding consents required in connection therewith, and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if furnishing affidavits or other documents or information for filing with the Loan Parties are unable to reorganize their business and financial affairs prior to Bankruptcy Court for the occurrence purposes, among others, of providing any Event necessary assurances of Default so that performance by the Loan Parties are able to satisfy their obligations to Lender Company under this Agreement. In the event that any orders of the Bankruptcy Court relating to this Agreement shall be appealed by any person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or reargument shall be filed with respect to any such order), Delta, Laramie and the other Loan DocumentsCompany and will cooperate in taking such steps to diligently defend against such appeal, any further attempt petition or additional time to reorganize the Loan Parties’ financial affairs motion and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganizationDelta, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, Laramie and the Loan Parties Company shall be estopped from objecting use their commercially reasonable efforts to or opposing in any manner the relief requested by Lender or the termination obtain an expedited resolution of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicitappeal, assist petition or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreementmotion.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (cb) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (dc) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement. [***] Omitted pursuant to a request for confidential treatment with the SEC.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has Notwithstanding any present intent to file any voluntary petition under any chapter other provision of this Agreement, the liability of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Issuer to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with Collateral Administrator and any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above Person hereunder is payable subject to and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the Priority of Payments and other applicable terms of the Indenture and is at all times limited in recourse to the Assets available at such time and amounts derived therefrom and following application of the Assets in accordance with the provisions of the Indenture, all obligations of and all remaining claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, director, employee, security holder or incorporator of the Issuer, the Co-Issuer, any Issuer Subsidiary or any of their respective successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor any other Person will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other bankruptcy event under bankruptcy law or any similar laws in any jurisdiction; provided, however, that nothing herein shall be deemed to prohibit the Collateral Administrator (i) from taking any action before the expiration of that period in (A) any case or bankruptcy event voluntarily filed or commenced by the Issuer, the Co-Issuer or any Issuer Subsidiary or (B) any involuntary insolvency bankruptcy event filed or commenced by a person other than a Secured Party, or (ii) from commencing against any of the Issuer, the Co-Issuer or any Issuer Subsidiary or any of their respective properties any legal action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding. The provisions of this Section 24 shall survive termination of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. All rights and licenses granted between the Parties under or pursuant to this Agreement shall, and shall otherwise be deemed to be, for purposes of the Title 11 of the United States Code, as amended from time to time (together with any foreign equivalent, the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that in the event a Party becomes the subject of a case under the Bankruptcy Code, whether commenced voluntarily or involuntarily (such Party, a “Filing Party”), (a) Each Loan Party represents the Filing Party, in its capacity as debtor or debtor-in-possession and warrants as a Licensee under this Agreement, shall retain and may fully exercise all of its respective rights as a Licensee hereunder, and (b) to Lender that no Loan Party has the extent any present intent license of rights under or pursuant to file any voluntary petition this Agreement does not constitute a license to “intellectual property” as defined under any chapter Section 101 of the Bankruptcy Code, the Filing Party, in its position as Licensor under this Agreement, acknowledges and agrees that: (i) this Agreement is a material inducement to the payments and transfers made under the SDA and the other Party (such Party, the “Non-Filing Party”), in its position as a Licensee under this Agreement, is relying on this Agreement in connection with its business and investment planning; (ii) this Agreement is not an executory contract and does not contain any material, ongoing obligations on the Non-Filing Party, in its position as Licensee under this Agreement, relevant to the standard governing executory contracts; (iii) in the event the Non-Filing Party, in its position as Licensee under this Agreement, were to lose its rights in and to the Licensed Marks, irreparable damage would occur to the Non-Filing Party, in its position as Licensee under this Agreement, for which monetary damages alone could not provide sufficient remedy to such Party; accordingly, the Filing Party, in its position as a Licensor (and any debtor-in-possession or directly trustee of the business of Licensor), cannot and shall not attempt to reject this Agreement pursuant to Section 365 of the Bankruptcy Code; and (iv) in the event the Filing Party, in its position as a Licensor (or indirectly any debtor-in-possession or trustee of the business of Licensor), does seek to cause any Loan Party reject this Agreement and in the event such relief is granted, (A) the rejection shall be treated merely as breach of this Agreement and not its avoidance, rescission, or termination, (B) the rejection does not terminate the Non-Filing Party’s, in its position as Licensee under this Agreement, right to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents use the Licensed Marks and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan effect upon this Agreement’s continued existence, (C) the Non-Filing Party. (b, in its position as a Licensee under this Agreement, may elect rights under Section 365(n) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries such election shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from not violate the automatic stay pursuant to of Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i4) the Loan Parties have assured Lender that if the consensual outNon-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties Filing Party, in accordance with the terms of its position as Licensee under this Agreement, then the Loan Parties intend shall be entitled to allow Lender seek other equitable treatment relating to foreclose (or accept such rejection. The foregoing provisions shall be and remain at all or a portion of the Collateral in full or partial satisfaction of the Obligations) times subject to, and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documentsextent permitted by, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents If Parent or any Subsidiary makes any payment on account of any Indebtedness existing as of the Filing Date, except for any payments expressly authorized by the Financing Order and warrants this Agreement or any payments set forth in the Budget and expressly authorized pursuant to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter other order of the Bankruptcy Code, or directly or indirectly Court not objected to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it by Agent within two (2) Business Days after Agent has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party.received written notification thereof from Administrative Borrower; (b) Each Loan Party covenants If the Final Order is not entered within thirty (30) days (or such other period as Agent and Required Lenders may agree to in writing) following entry of the Interim Order; or any Financing Order is stayed, revised, revoked, remanded, rescinded, amended, reversed, vacated, or modified in any manner not acceptable to, in the case of non-material modifications or revisions, the Agent and, in all other cases, each Lender; (c) If an order with Lender that respect to any of the Bankruptcy Cases shall be entered by the Bankruptcy Court (i) appointing a trustee under Section 1104, or an examiner with enlarged powers relating to the operation of the business of the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter Section 1106(b) of the Bankruptcy Code or (ii) terminating any Loan Party’s exclusive rights to file and solicit acceptances for its plan; (d) Subject to the entry of the Final Order, if any Person other than a Borrower in connection with the Agreement or the Existing Loan Agreement shall assert any other Insolvency Proceeding, or claim in an aggregate amount in excess of $50,000 in the any other voluntary or involuntary petition for relief of the Bankruptcy Cases arising under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter Section 506(c) of the Bankruptcy Code against Agent, any Lender or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan DocumentsCollateral, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, either (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use same shall remain unopposed by the trustee in bankruptcyBorrower for more than 5 Business Days, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an in any event, any such claim shall not be disallowed, dismissed or withdrawn, with prejudice, within 60 days after the assertion thereof; (e) If any order from is entered by the Bankruptcy Court granting immediate relief from sustaining any objection to the automatic stay Existing Secured Obligations or any Existing Loan Document; (f) If (i) any Borrower or any of its Subsidiaries shall attempt to invalidate, reduce or otherwise impair the Liens or security interests of Agent and the Lenders, claims or rights against Borrower or any of its Subsidiaries or to subject any Collateral to assessment pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1506(c) of the Bankruptcy Code, (ii) any Lien or security interest created by this Agreement or the Financing Order shall, for any reason, ceases to be valid or (iii) any action is commenced by Borrower or any of its Subsidiaries which contests the validity, perfection or enforceability of any of the Liens and security interests of Agent and the Lenders created by this Agreement or the Financing Order; (g) If an order with respect to any of the Bankruptcy Cases shall be entered by the Bankruptcy Court converting any of the Bankruptcy Cases (or any case comprising part of any of the Bankruptcy Cases) to a case under chapter 7 of the Bankruptcy Code; (h) If any plan of reorganization is filed that, or an order shall be entered by the Bankruptcy Court confirming a reorganization plan in any of the Bankruptcy Cases which, does not (i) contain a provision for termination of this Agreement and the Existing Loan Agreement, the Letter of Credit Collateralization in accordance with the provisions of this Agreement or return for cancellation of all Letters of Credit, the cash collateralization of all contingent obligations hereunder and the indefeasible payment in full in cash of all Obligations and all Existing Secured Obligations (“Paid in Full”) in a manner satisfactory to the Agent on or before the effective date, or substantial consummation, of such plan; provided, that the foregoing shall not affect the right of each Lender, if any, to object to any plan of reorganization and (yii) provide for the continuation of the Liens and security interests granted to Agent and priorities until such plan effective date all Obligations and Existing Secured Obligations are Paid in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows:Full; (i) If an order shall be entered by the Bankruptcy Court dismissing the any of the Bankruptcy Cases which does not contain a provision for termination of this Agreement and the Existing Loan Agreement and the Obligations and Existing Secured Obligations are not Paid in Full on or before such dismissal; (j) If an order with respect to any of the Bankruptcy Cases shall be entered, (i) without the express prior written consent of Agent, to revoke, vacate, reverse, stay, modify, supplement or amend this Agreement and the transactions contemplated hereby, any Loan Document or the Financing Order, or (ii) unless in accordance with the Budget and with the express prior written consent of Agent, to permit any administrative expense or any claim (now existing or hereafter arising, of any kind or nature whatsoever) to have administrative priority as to Borrower’s equal or superior to the priority of the Lender Group in respect of the Obligations, except for the amounts having a priority over the Obligations to the extent set forth in the definition of Carveout; (k) If an order shall be entered by the Bankruptcy Court granting relief from the automatic stay to any creditor(s) of Parent or any Subsidiary of Parent with respect to any claim in an amount equal to or exceeding $200,000 in the aggregate; provided, however, that it shall not be an Event of Default if relief from the automatic stay is granted (i) solely for the purpose of allowing such creditor to determine the liquidated amount of its claim against any such Person or (ii) to permit the commencement of or prosecution of a proceeding to collect solely against an insurance company; (l) If a motion shall be filed seeking authority, or an order shall be entered in any of the Bankruptcy Cases, that (a) permits Parent or any Subsidiary of Parent to incur Indebtedness secured by any claim under Bankruptcy Code Section 364(c)(1) or by a Lien pari passu with or superior to the Lien granted under the Loan Parties Documents and the Existing Loan Documents and Bankruptcy Code Sections 364(c)(2) or (d), unless (i) all of the Obligations and Existing Secured Obligations have assured Lender that if been Paid in Full at the consensual out-of-court restructuring contemplated by this Agreement cantime of the entry of any such order, or (ii) the Obligations and the Existing Secured Obligations are Paid in Full with such debt, or (b) permits Parent or any Subsidiary of Parent the right to use Collateral other than in accordance with the terms of the Financing Order, unless all of the Obligations and Existing Secured Obligations shall have been Paid in Full; (m) Proceeds of any sale of all or substantially all assets of Borrowers are not be carried out by directly remitted to Agent at the Loan Parties closing thereof, and the Obligations and the Secured Obligations are not Paid in Full in accordance with the terms of this AgreementAgreement from such proceeds; (n) Any motions to sell Collateral or approve procedures regarding the same or any plan or disclosure statement or supplements or amendments thereto are not in form and substance reasonably acceptable to Agent, then the Loan Parties intend to allow Lender to foreclose (or accept all any orders approving or a portion amending any of the foregoing are not in form and substance reasonably acceptable to Agent and Co-Collateral in full Agents; (o) If Parent or partial satisfaction any Subsidiary of Parent challenges the extent, validity or priority of the Obligations) and exercise all Obligations or the Existing Secured Obligations or the application of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any nonpayments or collections received by Agent, Co-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior Collateral Agents or Lenders to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt Obligations or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieveExisting Secured Obligations as provided for herein; (iv) any filing by or any Loan Party challenges the validity, extent, perfection or priority of any Insolvency Proceeding Liens granted in the Collateral to secure the Obligations or the exercise Existing Secured Obligations; (p) If Lenders or the Collateral are surcharged pursuant to Sections 105, 506(c), 552 or any other section of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (q) If the Chief Restructuring Officer is terminated or disqualified for any reason, and Borrowers have not appointed a replacement Chief Restructuring Officer reasonably acceptable to Agent within 7 days thereafter; or (viir) in light Any application for any of the foregoing, if orders described in this Section 8.12 shall be made by any Insolvency Proceeding Person other than Agent and such application is filed not contested in good faith by or against any each applicable Loan Party, Lender shall have or if such relief is granted, such applicable Loan Party does not obtain a stay pending appeal of the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing entry of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreementorder.

Bankruptcy Matters. (a) Each Loan Party represents The Credit Parties shall not, and warrants to Lender that no Loan Party has shall not permit any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kindto, (i) an pay or otherwise satisfy any pre-petition claims of any Debtor (other than claims paid pursuant to any order from any court of competent jurisdiction (the “Court”) prohibiting the use approved by the trustee in bankruptcy, or Required Lenders and entered by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) Court), including, without limitation, any pre-petition claims of any vendors or supplier unless such vendor or supplier has signed a vendor support agreement, in connection with form and substance acceptable to the Loan Documents; and Required Lenders (provided, that nothing in this Section 5.20 shall be construed to prohibit any Subsidiary that is not a Credit Party from paying or otherwise satisfying any pre-petition claim of such Subsidiary), (ii) an order from except as set forth in the Court granting immediate relief from motions filed on the automatic stay pursuant Petition Date, seek to Section 362 reject or terminate, or permit the rejection or termination of, any material license agreement, lease agreement in respect of material real property or material contract, in each case without the prior written consent of the Bankruptcy Code so Required Lenders, (iii) assume any material contract or employment agreement without the consent of the Required Lenders, (iv) amend, waive, forgive, modify, discharge or compromise any claim between or among the Credit Parties and their respective Subsidiaries, in each case without the prior written consent of the Required Lenders, (v) amend the Reorganization Plan in a manner that is adverse to Agent or the Lenders without the consent of Agent or the Required Lenders, as to permit Lender to exercise all applicable, or (vii) without the prior written consent of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that Required Lenders: (x) enter into any contract, term sheet, letter of intent or similar agreement for the occurrence actual or existence proposed sale, lease or disposition of any breach or default under this Agreement or any Event material assets outside the ordinary course of Default under any other Loan Document shallbusiness, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall enter into any Loan Party contest a motion to lift the automatic stay filed by Lender. material contract with any third party or (dz) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance file any pleading with the terms of this Agreement, then the Loan Parties intend Bankruptcy Court seeking authority to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any unless, in each case, such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoingtransaction, if any Insolvency Proceeding is filed by consummated, would result in all Obligations being indefeasibly paid in full in cash on or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreementbefore consummation.

Bankruptcy Matters. As soon as practicable following the execution of this Agreement, Seller shall file the Voluntary Petition, the First Day Motions, the Plan of Reorganization and the related Disclosure Statement (aas defined in the Plan of Reorganization) Each Loan Party represents and warrants with the Bankruptcy Court. If, prior to Lender that no Loan Party has any present intent to file any voluntary the filing of the Voluntary Petition, an involuntary petition under any the Bankruptcy Code is filed naming Seller as a debtor and seeking relief under chapter 7 or 11 of the Bankruptcy Code, then Seller shall promptly take all commercially reasonable steps to obtain an order for relief under a voluntary chapter 11 case under the Bankruptcy Code and shall undertake the rest of its obligations under this Agreement consistent with the Voluntary Petition and Plan of Reorganization. Before any motion or directly other filing may be made by or indirectly on behalf of Seller in the Bankruptcy Case with regard to cause any Loan Party matters that affect this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization or any Approval Order in any material manner, Seller shall (a) provide a draft thereof to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents Purchasers and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants make such changes thereto as are reasonably requested by Purchasers with Lender regard to any matters that affect this Agreement, the Loan Parties other Seller Documents, the Purchaser Documents, the Plan of Reorganization or any Approval Order in any material manner. In addition, unless Seller and their Subsidiaries Purchasers otherwise agree, any such motion or other filing shall use its best efforts to provide Lender be consistent in all material respects with not less than 7 Business Days prior written notice before filing any voluntary proceedingthe terms of this Agreement, or cooperating with or consenting to the filing for any involuntary proceedingother Seller Documents, under any chapter the Purchaser Documents, the Plan of the Bankruptcy Code or in connection with Reorganization, any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use document contemplated by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy CodeApproval Order, and (y) in no event any such motion or other filing shall not disallow or impair, or attempt to disallow or impair, any Loan Party contest a motion allowed administrative priority claims granted to lift the automatic stay filed by Lender. (d) Each Loan Party represents Purchasers or any Affiliate of Purchasers under and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement or any Approval Order. Seller shall use commercially reasonable efforts to allow Lender to foreclose (oppose the inclusion of any provision in any motion or accept all other filing in the Bankruptcy Case, whether or a portion not proposed by Seller, that is materially inconsistent with the terms of this Agreement, the other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Agreement, any Approval Order or the consummation and carrying out of the Collateral in full or partial satisfaction of the Obligations) transactions contemplated by this Agreement. From and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for after the filing of the Voluntary Petition, Seller shall keep Purchasers informed on a current basis with respect to all material objections (whether or not filed) to approval or consummation of the transactions contemplated by this Agreement raised by or on behalf of the Creditors Committee or any plan other Person. Upon the request of reorganization terminatedany Purchaser, Seller shall facilitate meetings and communications among Purchasers, Seller and the Loan Parties Creditors Committee. Purchaser shall be estopped from objecting to or opposing cooperate with Seller in any manner the relief matter reasonably requested by Lender or the termination Seller to obtain Bankruptcy Court approval of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other thingsthis Agreement, the representations and warranties contained in other Seller Documents, the Purchaser Documents, the Plan of Reorganization, any other document contemplated by this Section 8 in entering into this AgreementAgreement or any Approval Order.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 9 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (cb) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (dc) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 9 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party Borrower represents and warrants to Lender that no Loan Party Borrower has any present intent not made a determination to file any voluntary petition under any chapter of the United States Bankruptcy Code (11 U.S.C. §101, et seq.) (the “Bankruptcy Code”), or to, directly or indirectly to indirectly, cause any Loan Party Borrower to file any Insolvency Proceeding insolvency proceeding or to have any Insolvency Proceeding insolvency proceeding filed against Borrower, and that Borrower has no Knowledge that the Company has a present intent to file a voluntary petition under any Loan Partychapter of the United States Bankruptcy Code. Each Loan Party Borrower represents and warrants to Lender that it has no actual knowledge of any intention by any party or creditor to file any Insolvency Proceeding insolvency proceeding against Borrower or the Company. Borrower agrees to notify Lender immediately in the event Borrower has Knowledge that Borrower or the Company has a present intent to file a voluntary petition under any Loan Partychapter of the United States Bankruptcy Code or that any party or creditor intends to file any insolvency proceeding against Borrower or the Company. (b) Each Loan Party covenants with Lender that Borrower further acknowledges and agrees that, to the Loan Parties and their Subsidiaries maximum extent permitted by applicable law, in the event Borrower shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing ever become the subject of any voluntary insolvency proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) then Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Transaction Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party Borrower as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Transaction Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Transaction Documents, and at law and in equity, and each Loan Party Borrower further acknowledges and agrees that (xA) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (yB) in no event shall any Loan Party Borrower contest a motion to lift the automatic stay filed by Lender. (c) As additional consideration for Lender’s execution of this Agreement, Borrower agrees in the event any insolvency proceeding is filed by or against Borrower, Borrower shall not reject this Agreement, nor contest any claim or assertion by Lender that this Agreement is binding on the parties hereto, and that valuable consideration has been received by Borrower for this Agreement. (d) Each Loan Party Borrower represents and warrants to Lender and agrees as follows: (i) the Loan Parties have Borrower has assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties Borrower in accordance with the terms of this Agreement, then then, to the Loan Parties intend maximum extent permitted by applicable law, Borrower intends to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; ; (ii) the Loan Parties do Borrower has not intend made a determination to commence any Insolvency Proceeding insolvency proceeding and have has no intention of seeking any non-consensual relief against Lender in any Insolvency Proceedinginsolvency proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party Borrower of any Insolvency Proceeding insolvency proceeding or the exercise of like or similar rights by any Loan Party Borrower prior to satisfaction of the Obligations Obligation to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (viv) the Loan Parties Borrower cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding insolvency proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties Borrower to satisfy their Borrower’s obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (viiv) in light of the foregoing, if any Insolvency Proceeding insolvency proceeding is filed by or against any Loan PartyBorrower, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Pledged Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties Borrower shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viiivi) the Loan Parties Borrower will not solicit, assist or encourage any third party to file any Insolvency Proceeding insolvency proceeding petition against any Loan PartyBorrower. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 7 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan No Credit Party represents shall directly or indirectly, seek, consent to, incur, assume, create, permit or suffer to exist: (i) any material modification or amendment or stay or vacation to the Interim Order or Final Order, unless the Agent and warrants the Lenders have consented to Lender such modification, stay, vacation or amendment in writing; (ii) entry of any material order impacting this financing or the Collateral in the Case that no Loan Party has is not, in form and substance, reasonably satisfactory to Agent and the Lenders; (iii) a claim for any present intent administrative expense or unsecured claim which is pari passu with or senior to file any voluntary petition under any chapter the Superpriority Claim of the Bankruptcy CodeAgent and the Lenders in respect of the Obligations, except for the Carve-Out; or directly (iv) any Lien on any Collateral having a priority equal or indirectly senior to cause any Loan Party the Liens in favor of the Secured Parties in respect of the Obligations (subject to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents the Permitted Liens and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Partythe Carve-Out). (b) Each Loan Party covenants with Lender Prior to the date on which the Obligations have been indefeasibly paid in full in cash and Agent and Lenders’ commitment to make advances or incur Letter of Credit Obligations has been terminated, the Credit Parties shall not pay any administrative expense claims not provided for in the Budget, without the consent of the Agent, the Required Revolving Lenders and the Required LC Facility Lenders; provided however that the Loan Credit Parties may pay administrative expense claims with respect to (i) the Carve-Out, (ii) Obligations due and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting payable hereunder and (iii) Allowed Professional Fees and Statutory Fees as set forth in the Budget allocated to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that Credit Parties during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day ordersCase. (c) Lender No Credit Party shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of make any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 expenditure except of the Bankruptcy Code) type and for the purposes provided for in connection with the Loan Documents; Budget and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant subject to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lendervariances provided herein. (d) Each Loan No Credit Party represents shall materially amend, modify or supplement the Bidding Procedures or any agreement providing for an Approved Sale without the prior consent of Agent, the Required Revolving Lenders and warrants to Lender and agrees as follows:the Required LC Facility Lenders. (ie) No Credit Party shall seek, consent to or permit to exist, without the Loan Parties have assured Lender prior consent of the Agent (at the direction of the Required Lenders), any order granting authority to take any action that if the consensual out-of-court restructuring contemplated is prohibited by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then Agreement or the other Loan Parties intend Documents or refrain from taking any action that is required to allow Lender to foreclose (or accept all or a portion be taken by the terms of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and or any of the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (cb) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (dc) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has Notwithstanding any present intent to file any voluntary petition under any chapter other provision of this Agreement, the liability of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Borrower to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with Collateral Administrator and any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above Person hereunder is payable subject to and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the Priority of Payments and other applicable terms of this Agreement, then the Loan Parties intend Credit Agreement and is at all times limited in recourse to allow Lender to foreclose (or accept all or a portion the Collateral available at such time and amounts derived therefrom and following application of the Collateral in full or partial satisfaction accordance with the provisions of the ObligationsCredit Agreement, all obligations of and all remaining claims against the Borrower will be extinguished and shall not revive. No recourse shall be had against any Officer, member, director, employee, security holder or incorporator of the Borrower or its successors and assigns for the payment of any amounts payable under this Agreement. Neither the Collateral Administrator nor any other Person will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and exercise one day after the payment in full of all the Loans, institute against, or join any other Person in instituting against, the Borrower or any subsidiary thereof any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other bankruptcy event under bankruptcy law or any similar laws in any jurisdiction; provided, however, that nothing herein shall be deemed to prohibit the Collateral Administrator (i) from taking any action before the expiration of Lender’s that period in (A) any case or bankruptcy event voluntarily filed or commenced by the Borrower or any subsidiary thereof or (B) any involuntary insolvency bankruptcy event filed or commenced by a person other rights and remedies as a secured creditor; than one of the Secured Parties, or (ii) from commencing against any of the Loan Parties do Borrower or any subsidiary thereof or any of their respective properties any legal action that is not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so . It is understood that the Loan Parties are able to satisfy their obligations to Lender under foregoing provisions of this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; Section 24 shall not (iv1) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as prevent recourse to the Collateral for the obligations secured thereby and sums due or to have become due under any security, instrument or agreement which is part of the exclusivity period for the filing Collateral or (2) constitute a waiver, release or discharge of any plan of reorganization terminatedindebtedness or obligation hereunder or secured by this Agreement or the Collateral Documents, and the Loan Parties same shall continue until paid or discharged out of the Collateral or until the Collateral has been exhausted. It is further understood that the foregoing provisions of this Section 24 shall not limit the right of any Person to name the Borrower as a party defendant 15 in any action or suit or in the exercise of any other remedy hereunder or under the other Transaction Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be estopped from objecting to asked for or opposing in (if obtained) enforced against any manner the relief requested by Lender or the such Person. The provisions of this Section 24 shall survive termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has Notwithstanding any present intent to file any voluntary petition under any chapter other provision of this Agreement, the liability of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Issuer to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with Collateral Administrator and any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above Person hereunder is payable subject to and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms Priority of Payments and is at all times limited in recourse to the Assets available at such time and amounts derived therefrom and following application of the Assets in accordance with the provisions of the Indenture, all obligations of and all remaining claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, director, employee, security holder or incorporator of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor any other Person will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all securities issued by the Issuer, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Issuer Subsidiary any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under bankruptcy law or any similar laws in any jurisdiction; provided, however, that nothing herein shall be deemed to prohibit the Collateral Administrator (i) from taking any action before the expiration of that period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer, the Co-Issuer or any Issuer Subsidiary or (B) any involuntary insolvency Proceeding filed or commenced by a person other than a Secured Party, or (ii) from commencing against any of the Issuer, the Co-Issuer or any Issuer Subsidiary or any of their respective properties any legal action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding. The provisions of this Section 24 shall survive termination of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (cb) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (dc) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 7 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has Notwithstanding any present intent to file any voluntary petition under any chapter other provision of this Agreement, the liability of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Issuer to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with Collateral Administrator and any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above Person hereunder is payable subject to and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the Priority of Payments and other applicable terms of the Indenture and is at all times limited in recourse to the Assets available at such time and amounts derived therefrom and following application of the Assets in accordance with the provisions of the Indenture, all obligations of and all remaining claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, shareholder, director, employee, security holder or incorporator of the Issuer or its successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor any other Person will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all Debt and any other debt obligations of the Issuer that have been rated upon issuance by any rating agency at the request of the Issuer, institute against, or join any other Person in instituting against, the Issuer or the Co-Issuer any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other bankruptcy event under bankruptcy law or any similar laws in any jurisdiction; provided, however, that nothing herein shall be deemed to prohibit the Collateral Administrator (i) from taking any action before the expiration of that period in (A) any case or bankruptcy event voluntarily filed or commenced by the Issuer or the Co-Issuer or (B) any involuntary insolvency bankruptcy event filed or commenced by a person other than a Secured Party, or (ii) from commencing against any of the Issuer or the Co-Issuer or any of their respective properties any legal action that is not a bankruptcy, winding-up, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding. The provisions of this Section 24 shall survive termination of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party Borrower represents and warrants to Lender that no Loan Party Borrower has any present intent not made a determination to file any voluntary petition under any chapter of the United States Bankruptcy Code (11 U.S.C. §101, et seq.) (the “Bankruptcy Code”), or to, directly or indirectly to indirectly, cause any Loan Party Borrower to file any Insolvency Proceeding insolvency proceeding or to have any Insolvency Proceeding insolvency proceeding filed against Borrower, and that Borrower has no Knowledge that the Company has a present intent to file a voluntary petition under any Loan Partychapter of the United States Bankruptcy Code. Each Loan Party Borrower represents and warrants to Lender that it has no actual knowledge of any intention by any party or creditor to file any Insolvency Proceeding insolvency proceeding against Borrower or the Company. Borrower agrees to notify Lender immediately in the event Borrower has Knowledge that Borrower or the Company has a present intent to file a voluntary petition under any Loan Partychapter of the United States Bankruptcy Code or that any party or creditor intends to file any insolvency proceeding against Borrower or the Company. (b) Each Loan Party covenants with Lender that Borrower further acknowledges and agrees that, to the Loan Parties and their Subsidiaries maximum extent permitted by applicable law, in the event Borrower shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing ever become the subject of any voluntary insolvency proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) then Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Transaction Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party Borrower as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Transaction Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Transaction Documents, and at law and in equity, and each Loan Party Borrower further acknowledges and agrees that (xA) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (yB) in no event shall any Loan Party Borrower contest a motion to lift the automatic stay filed by Lender. (c) As additional consideration for Lender’s execution of this Agreement, Borrower agrees in the event any insolvency proceeding is filed by or against Borrower, Borrower shall not reject this Agreement, nor contest any claim or assertion by Lender that this Agreement is binding on the parties hereto, and that valuable consideration has been received by Borrower for this Agreement. (d) Each Loan Party Borrower represents and warrants to Lender and agrees as follows: (i) the Loan Parties have Borrower has assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties Borrower in accordance with the terms of this Agreement, then then, to the Loan Parties intend maximum extent permitted by applicable law, Borrower intends to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do Borrower has not intend made a determination to commence any Insolvency Proceeding insolvency proceeding and have has no intention of seeking any non-consensual relief against Lender in any Insolvency Proceedinginsolvency proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party Borrower of any Insolvency Proceeding insolvency proceeding or the exercise of like or similar rights by any Loan Party Borrower prior to satisfaction of the Obligations Obligation to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (viv) the Loan Parties Borrower cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding insolvency proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties Borrower to satisfy their Borrower’s obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (viiv) in light of the foregoing, if any Insolvency Proceeding insolvency proceeding is filed by or against any Loan PartyBorrower, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Pledged Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties Borrower shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viiivi) the Loan Parties Borrower will not solicit, assist or encourage any third party to file any Insolvency Proceeding insolvency proceeding petition against any Loan PartyBorrower. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 7 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants As soon as reasonably practicable following the execution of this Agreement, Sellers shall file with the Bankruptcy Court appropriate motions or notice of entry into this Agreement, on notice to Lender that no Loan Party has any present intent all creditors, together with the proposed Accounts Receivable Sale Order. Sellers shall use commercially reasonable efforts to file any voluntary petition under any chapter have the Case 1-12-46913-ess Doc 417-1 Filed 03/07/13 Entered 03/07/13 18:43:38 Xxxxxxxxxx Xxxxx enter the Accounts Receivable Sale Order on an expedited basis following entry into this Agreement consistent with the Bidding Procedures Motion (including seeking expedited or special hearing dates for entry of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan PartyAccounts Receivable Sale Order). Each Loan Party represents of Sellers (to the extent consistent with their fiduciary duty) and warrants Buyer agree to Lender that it has no knowledge take any action reasonably necessary or appropriate to obtain the issuance and entry of any intention by any party the Accounts Receivable Sale Order, including furnishing affidavits, declarations or creditor to file any Insolvency Proceeding against any Loan Partyother documents or information for filing with the Bankruptcy Court. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries Sellers shall use its best commercially reasonable efforts to have the Bankruptcy Court approve the Accounts Receivable Sale Order in the form attached hereto as Exhibit C. (c) If the Bidding Procedures Order, the Accounts Receivable Sale Order or any other orders of the Bankruptcy Court relating to this Agreement (all such orders, the “Bankruptcy Court Orders”) shall be appealed by any Person (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or re-argument shall be filed with respect to any Bankruptcy Court Order), Sellers shall use commercially reasonable efforts, to the extent consistent with their fiduciary duty, to defend against any such appeal, petition or motion and shall use their commercially reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion. Sellers shall keep Buyer reasonably informed and updated regarding the status of any such appeal, petition or motion. (d) Prior to the Closing, Sellers shall, except where not practicable, exercise commercially reasonable efforts to provide Lender draft copies of all responses, notices, statements, schedules, applications, reports and other papers Sellers intend to file with not less than 7 Business Days the Bankruptcy Court in connection with the Accounts Receivable Sale Order or any other Bankruptcy Court Order to Buyer within a reasonable period of time prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the date Sellers intend to file any of the foregoing and consult in advance in good faith with Buyer regarding the form and substance of any such proposed filing for any involuntary proceeding, under any chapter with the Bankruptcy Court. (e) Sellers hereby acknowledge and agree that Buyer will be acting in good faith within the meaning of Section 363(m) of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Lawclosing the transactions contemplated by this Agreement. Each Loan Party further agrees that during the notice periods described above Sellers and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under Buyer have entered into this Agreement without collusion and no Party has engaged in any conduct that would cause or any Event of Default permit this Agreement to be avoided under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1363(n) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (df) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated Any motion filed by Sellers seeking approval of this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing shall seek authority from the Bankruptcy Code; Court pursuant to Rule 6004(h) to waive the fourteen (vii14) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreementday stay.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has any present intent to file any voluntary petition under any chapter of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding, under any chapter of the Bankruptcy Code or in connection with any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (cb) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (dc) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 7 in entering into this Agreement. [***] Omitted pursuant to a request for confidential treatment with the SEC.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to Lender that no Loan Party has Notwithstanding any present intent to file any voluntary petition under any chapter other provision of this Agreement, the liability of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party. (b) Each Loan Party covenants with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting Issuer to the filing for any involuntary proceeding, under any chapter of Collateral Administrator and the Bankruptcy Code or in connection with Portfolio Manager and any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above Person hereunder is payable subject to and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day orders. (c) Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms Priority of Payments and is limited in recourse to the Assets and following application of the Assets in accordance with the provisions of the Indenture, all obligations of and all claims against the Issuer will be extinguished and shall not revive. No recourse shall be had against any Officer, member, director, employee, security holder or incorporator of the Issuer, the Co-Issuer, any Blocker Subsidiary or any of their respective successors and assigns for the payment of any amounts payable under this Agreement. The provisions of Section 5.4(d) of the Indenture shall apply mutatis mutandis as if set forth herein in full such that neither the Collateral Administrator nor the Portfolio Manager will, prior to the date which is one year (or, if longer, the applicable preference period then in effect) and one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Blocker Subsidiary any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy or any similar laws; provided, however, that nothing herein shall be deemed to prohibit the Collateral Administrator or Portfolio Manager (i) from taking any action before the expiration of that period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer, the Co-Issuer or any Blocker Subsidiary, as applicable, or (B) any involuntary insolvency Proceeding filed or commenced by a person other than a Secured Party, or (ii) from commencing against the Issuer, the Co-Issuer or any Blocker Subsidiary, as applicable, or any of its properties any legal action that is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding. The provisions of this Section 24 shall survive termination of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan Party represents and warrants to The Mortgage Lender hereby agrees that no Loan Party has if a voluntary or involuntary bankruptcy filing or any present intent to file any voluntary petition other insol- vency proceeding under any chapter local, state or federal law, shall be commenced with respect to the Mortgage Borrower or any of its di- rect or indirect beneficial owners (a "Bankruptcy Filing"), then the Mortgage Lender shall not challenge or object to (A) the standing of the Agent to be recognized in any Bankruptcy Code, Filing as a party-in-interest of the Mortgage Borrower through its rela- tionship as a creditor and/or party in interest of the Holding Company Borrowers and their direct and indirect beneficial owners and (B) the exercise by the Agent of its right to exercise all voting and other management or directly approval rights and powers of the Mortgage Borrower and its direct and indirect beneficial owners either in its capacity as a secured creditor of the Holding Com- pany Borrowers or indirectly their direct or indirect beneficial owners or as successor to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents and warrants to Lender that it has no knowledge of any intention such parties by any party or creditor to file any Insolvency Proceeding against any Loan PartyUCC foreclosure. (b) Each Loan Party covenants The Holding Company Lenders will not, in their capacity as creditors of the Holding Company Borrowers, file a petition in bankruptcy with Lender that the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceeding, or cooperating with or consenting respect to the filing for Mortgage Borrower or PAMC or seek to consolidate the Mortgage Borrower or PAMC in the bankruptcy proceeding of any involuntary proceeding, under any chapter member or other direct or indirect beneficial owner of the Bankruptcy Code or in connection with Mortgage Borrower, including any other Insolvency Proceeding, or any other voluntary or involuntary petition for relief under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter of the Bankruptcy Code or any Debtor Relief Law, the Loan Parties and their Subsidiaries shall use their best efforts to cooperate in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day ordersHolding Company Borrowers. (c) The Mortgage Lender shall immediately become entitled, among other relief to which Lender may be entitled under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, (i) will not declare an order from any court of competent jurisdiction (the “Court”) prohibiting the use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” (as such term is defined in Section 363 of the Bankruptcy Code) in connection with the Loan Documents; and (ii) an order from the Court granting immediate relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code so as to permit Lender to exercise all of Lender’s rights and remedies pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) of the Bankruptcy Code, and (y) in no event shall any Loan Party contest a motion to lift the automatic stay filed by Lender. (d) Each Loan Party represents and warrants to Lender and agrees as follows: (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreement, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies solely as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention result of seeking any non-consensual relief against Lender in any Insolvency Proceeding; (iii) if the Loan Parties are unable to reorganize their business and financial affairs prior to the occurrence of any of the events described in clauses (f) or (g) of the definition of "Event of Default so that Default" in the Loan Parties are able Mortgage with respect to satisfy their obligations to Lender any member of the Mortgage Borrower unless such event shall cause a dissolution of the Mortgage Borrower or a disruption of the payment of debt service or other amounts payable under this Agreement the Mortgage Note and the other Mortgage Loan Documents, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing by any Loan Party of any Insolvency Proceeding or the exercise of like or similar rights by any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions of the parties hereto; (v) the Loan Parties cannot formulate or implement a successful plan of reorganization, restructuring or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender or enable the Loan Parties to satisfy their obligations to Lender; (vi) in light of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreement.

Bankruptcy Matters. (a) Each Loan (i) The entry of an order dismissing any Chapter 11 Case or converting any such case to one under Chapter 7 of the Bankruptcy Code or (ii) any Credit Party represents shall file a motion or other pleading seeking to convert any of the Chapter 11 Cases to a proceeding under Chapter 7 of the Bankruptcy Code or the dismissal of any of the Chapter 11 Cases under Section 1112 of the Bankruptcy Code or otherwise. (b) The entry of an order appointing a Chapter 11 trustee or receiver in any of the Chapter 11 Cases and warrants the order appointing such trustee or receiver shall not be reversed or vacated within 30 days after the entry thereof. (c) The entry of an order in any of the Chapter 11 Cases granting any other superpriority administrative claim or Lien equal or superior to Lender that no Loan granted to Agent, on behalf of itself and Lenders (or the filing of an application by any Credit Party has to approve any present intent such superpriority administrative claim), other than (a) the permitted Liens granted to file any voluntary petition the Additional DIP Lenders in the Additional DIP Collateral and the priority claim granted to the Additional DIP Lenders under any chapter Section 364(c)(1) of the Bankruptcy Code, or directly or indirectly to cause any Loan Party to file any Insolvency Proceeding or to have any Insolvency Proceeding filed against any Loan Party. Each Loan Party represents (b) unless the proceeds of a new loan will repay in full all Obligations and warrants to Lender that it has no knowledge of any intention by any party or creditor to file any Insolvency Proceeding against any Loan Party(c) ordinary course transactions under the Credit Parties' cash management systems. (bd) Each Loan Party covenants with Lender that The entry of an order in any of the Loan Parties and their Subsidiaries shall use its best efforts to provide Lender with not less than 7 Business Days prior written notice before filing any voluntary proceedingChapter 11 Cases modifying, staying, vacating, reversing or cooperating with or consenting to amending the filing for any involuntary proceeding, final order issued under any chapter Section 365 of the Bankruptcy Code with respect to the Co-Branded Card Agreements in a manner adverse to Lenders (determined by Lenders in their sole discretion). (e) The entry of an order in any of the Chapter 11 Cases modifying, staying, vacating, reversing or amending in connection with any other Insolvency Proceedinga manner adverse to Lenders (determined by Lenders in their sole discretion) the Interim Order, the Final Order or any other voluntary or involuntary petition for relief final order issued under any Debtor Relief Law. Each Loan Party further agrees that during the notice periods described above and before commencing any Insolvency Proceeding, filing any voluntary proceeding, or cooperating with or consenting to the filing for any involuntary proceeding or involuntary Insolvency Proceeding, under any chapter Section 365 of the Bankruptcy Code with respect to this Agreement or any Debtor Relief Law, the other Loan Parties Document and their Subsidiaries shall use their best efforts to cooperate such order is effective for a period in good faith with Lender in order to negotiate a mutually agreeable “cash collateral” budget and plan for proposal in the first day ordersexcess of 10 days. (cf) The entry of an order in any of the Chapter 11 Cases appointing an officer or examiner having enlarged powers (beyond those set forth under Bankruptcy Code Sections 1106(a)(3) and (4)) or person having similar powers and functions and the order appointing such officer or examiner shall not be reversed or vacated within 30 days after the entry thereof. (g) The failure (for any reason) of the Final Order to be entered within 45 days following the Petition Date and in substantially the form of Exhibit E attached hereto. (h) The entry of an order in any of the Chapter 11 Cases avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement. (i) The allowance of any claims arising under Section 506(c) of the Bankruptcy Code against Agent or any Lender shall immediately become entitled, among other relief or the Collateral or the commencement of any action adverse to which Agent or any Lender may be entitled or their respective rights and remedies under the Loan Documents, and at law or in equity, to obtain upon ex parte application therefor and without further notice or action of any kind, . (j) Any Credit Party shall: (i) an order obtain working capital financing from any court Person other than Agent and Lenders and the Additional DIP Lenders under Section 364(d) of competent jurisdiction the Bankruptcy Code; (ii) obtain financing from any Person other than Agent and Lenders under Section 364(c) of the “Court”Bankruptcy Code (other than the Additional DIP Credit Agreement or with respect to a financing used, in whole or in part, to repay in full the Obligations); (iii) prohibiting the grant any Lien upon or affecting any Collateral other than Liens expressly permitted by Section 6.26; or (iv) use by the trustee in bankruptcy, or by such Loan Party as debtor-in-possession, of Lender’s “cash collateral” collateral (as such term is defined in Section 363 363(a) of the Bankruptcy Code) in connection with of Agent and Lenders under Section 363(c) of the Loan Documents; and Bankruptcy Code. (iik) The entry of an order from by the Bankruptcy Court in any of the Chapter 11 Cases granting immediate relief from or modifying the automatic stay pursuant to of Section 362 of the Bankruptcy Code so (i) to allow any creditor (other than Agent and Lenders or, to the extent permitted under the Additional DIP Intercreditor Agreement, Additional DIP Lenders) to execute upon or enforce a Lien on any Collateral if, after giving effect thereto, the aggregate amount of all claims as to permit Lender which such relief has been granted since the Petition Date would exceed $10,000,000 in the aggregate (it being understood that the relinquishment by the Credit Parties of Section 1110 Assets, or the foreclosure of security interests in Section 1110 Assets (or in property in the possession of the applicable secured party) as to exercise all of Lender’s rights and remedies which defaults have not been cured pursuant to the Loan Documents, and at law and in equity, and each Loan Party further acknowledges and agrees that (x) the occurrence or existence of any breach or default under this Agreement or any Event of Default under any other Loan Document shall, in and of itself, constitute “cause” for relief from the automatic stay pursuant to the provisions of Section 362(d)(1) 1110 of the Bankruptcy Code, and shall not be included in this $10,000,000 cap), or (yii) in no event shall with respect to any Loan Party contest Lien of, or the granting of any Lien on any Collateral to, any state or local environmental or regulatory agency or authority that could reasonably be expected to have a motion to lift the automatic stay filed by LenderMaterial Adverse Effect. (dl) Each Loan Party represents and warrants to There shall commence any suit or action against Agent or any Lender and agrees as follows: by or on behalf of (i) the Loan Parties have assured Lender that if the consensual out-of-court restructuring contemplated by this Agreement cannot be carried out by the Loan Parties in accordance with the terms of this Agreementany Credit Party, then the Loan Parties intend to allow Lender to foreclose (or accept all or a portion of the Collateral in full or partial satisfaction of the Obligations) and exercise all of Lender’s other rights and remedies as a secured creditor; (ii) the Loan Parties do not intend to commence any Insolvency Proceeding and have no intention of seeking any non-consensual relief against Lender in any Insolvency Proceeding; Environmental Protection Agency, (iii) if the Loan Parties are unable to reorganize their business any state environmental protection or health and financial affairs prior to the occurrence of any Event of Default so that the Loan Parties are able to satisfy their obligations to Lender under this Agreement and the other Loan Documentssafety agency, any further attempt or additional time to reorganize the Loan Parties’ financial affairs and to pay and perform the Loan Parties’ obligations to Lender would be fruitless and impracticable to achieve; (iv) any filing official committee in any of the Chapter 11 Cases, in each case that asserts a claim in excess of $5,000,000 or seeks a legal or equitable remedy that would have the effect of subordinating the claim or Lien of Agent or any Lender to a claim in excess of $5,000,000 and, if such suit or action is commenced by any Loan Person other than any Credit Party or any Subsidiary, officer, or employee of any Insolvency Proceeding Credit Party, such suit or action shall not have been dismissed or stayed within 30 days after service thereof on Agent or such Lender, as applicable, and, if stayed, such stay shall have been lifted. (m) The failure of any Credit Party to perform any of its material obligations under the Interim Order or the exercise Final Order. (n) The entry of like or similar rights by an order in any Loan Party prior to satisfaction of the Obligations to Lender would be inconsistent with and contrary to the intentions Chapter 11 Cases confirming a plan or plans of reorganization which does not contain a provision for termination of the parties hereto; Commitments and repayment in full in cash of all Obligations on or before the effective date of such plan or plans. (o) Any Credit Party shall make any payment in respect of Prepetition Indebtedness, Prepetition trade payables or other Prepetition claims, other than any such payments authorized by the Bankruptcy Court and approved by the Requisite Lenders (i) in accordance with "first day" orders reasonably satisfactory to Agent, (ii) in respect of certain critical vendors and other critical creditors, (iii) in respect of accrued payroll and related expenses as of the Petition Date, (iv) in respect of payments made pursuant to Section 1110 Assets and (v) in connection with the Loan Parties cannot formulate assumption of executory contracts and unexpired leases. (p) Any Credit Party shall state in writing that it (i) has ceased or implement intends to cease operating its business in the ordinary course or (ii) has commenced or intends to commence an orderly liquidation of substantially all of its assets. (q) Borrower, Parent or ULS has taken any step leading to its cessation as a successful plan of reorganizationgoing concern or Borrower, restructuring Parent or similar relief in any such Insolvency Proceeding that would adequately and sufficiently protect the rights of Lender ULS ceases or enable the Loan Parties to satisfy their obligations to Lender; suspends operations. (vir) in light Any of the foregoing, any such filing would be made in bad faith as such term is used by courts in construing the Bankruptcy Code; (vii) in light of the foregoing, if any Insolvency Proceeding is filed by or against any Loan Party, Lender shall have the right, among other things, to seek and obtain immediate relief from any stay as to the Collateral for the obligations secured thereby and to have the exclusivity period for the filing of any plan of reorganization terminated, and the Loan Parties Co-Branded Card Agreements shall be estopped from objecting to or opposing in any manner the relief requested by Lender or the termination of any such exclusivity period in a bankruptcy proceeding; and (viii) the Loan Parties will not solicit, assist or encourage any third party to file any Insolvency Proceeding petition against any Loan Party. The Lender is relying on, among other things, the representations and warranties contained in this Section 8 in entering into this Agreementterminated.