Common use of Bankruptcy Matters Clause in Contracts

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause The Chapter 11 Case was commenced on the Petition Date in accordance with applicable Law and notice of action against any (i) the motion seeking approval of the LendersLoan Documents and the Interim Financing Order and the Final Financing Order, unless such claim or cause of action is in connection with (ii) the enforcement hearing for the entry of the Credit Documents against any Interim Financing Order, and (iii) the hearing for the entry of the Agents Final Financing Order has been or Lenders; provided that nothing contained in this clause 6.20 (a) will be given. The Borrowers shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing give, on a timely basis as specified in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders Interim Financing Order or the payment from proceeds of Final Financing Order, as applicable, all notices required to be given to all parties specified in the Loans of professional fees related thereto;Interim Financing Order or Final Financing Order, as applicable. (b) subject After the entry of the Interim Financing Order, and pursuant to and to the terms extent permitted in the Interim Financing Order and the Final Financing Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Case having priority over all administrative expense claims (other than (x) the Carve-Out up to, at any date of determination, the amount of the DIP Orders Carve-Out Reserve, and subject to Section 8 hereof(y) Permitted Prior Liens) and unsecured claims against the Loan Parties now existing or hereafter arising, object toof any kind whatsoever, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any all administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses claims of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1503(a), 365, 503503(b), 506(c) (upon after entry of the Final Financing Order), 507507(a), 546507(b), 546(c), 546(d), 726, 1113 1114 or 1114 any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined priorities set forth in the Interim Financing Order or the Final Financing Order, as applicable. (c) After the entry of the Interim Financing Order and pursuant to and to the extent provided in the Interim Financing Order and the Final Financing Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject, as to priority only, to (x) the Carve-Out up to, at any date of determination, the amount of the Carve-Out Reserve, (y) the Permitted Prior Liens, and, (z) the rights of the Term Loan Agent in the Term Loan Priority ChartCollateral, to the extent provided in the Intercreditor Agreement. (d) The Interim Financing Order (with respect to the period on and after entry of the Interim Financing Order and prior to the Final Order Entry Date) or the Final Financing Order (with respect to the period on and after the Final Order Entry Date);, as the case may be, is in full force and effect and has not been reversed, stayed (whether by statutory stay or otherwise), modified or amended. (e) prior Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the date on which the Obligations (and prior to entry applicable provisions of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Financing Order or Final Order and; or Financing Order, as the case may be, upon the maturity (fwhether by acceleration or otherwise) amend, modify or supplement of any final order of the Bankruptcy Court relating Obligations, the Credit Parties shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder, under the other Loan Documents or under applicable law, without further application to or any agreement providing for an Approved 363 Sale without order by the prior written consent of Administrative AgentBankruptcy Court.

Bankruptcy Matters. No Credit Party shall(1) The Petition Date must have occurred no late than May 23, 2011. (2) The Bankruptcy Court shall have issued and no Credit Party shall permit any of its Subsidiaries toentered the Interim Order within seven days after the Petition Date, without the Requisite Lenders’ prior written consent, do any of the following: (a) assertcreating and granting a first priority Lien on the Collateral pursuant to sections 364(c)(1), join(c)(2), support or prosecute any claim or cause of action against any and (c)(3) and (d) of the LendersBankruptcy Code, unless subject only to Permitted Liens, (b) authorizing Company to continue to use its depository bank accounts and cash management procedures as such claim or cause of action is in connection with the enforcement exist as of the Credit Documents against Petition Date and authorizing the dominion of Xxxxx Fargo with respect to cash proceeds, including without limitation (or reaffirmations thereof, if requested by Xxxxx Fargo) and any of the Agents other agreements with respect to blocked accounts and other deposit or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from bank accounts which may include proceeds of the Loans Collateral, (c) authorizing payments to Xxxxx Fargo of professional fees related thereto; proceeds of Pre-Petition Collateral consistent with the this Agreement, (bd) subject authorizing replacement Liens in favor of Xxxxx Fargo in all Pre-Petition Collateral and Post-Petition Collateral, of the same extent, validity and priority as the Pre-Petition Liens, to the terms extent of any diminution in value, and (e) authorizing an administrative unsecured claim priority pursuant to Sections 364(b) and 364(c)(1) of the DIP Orders Bankruptcy Code, excluding, however, Avoiding Power Causes of Action. The Interim Order shall contain also such terms as required by Xxxxx Fargo, and subject shall include, without limitation, terms that provide that all parties must object to Section 8 hereofthe claims and liens of Xxxxx Fargo by no later than the earlier of (i) 60 days from the date of selection of counsel for the Creditors’ Committee; and (ii) payment in full of the Indebtedness, object to, contest, delay, prevent and grant in favor of Xxxxx Fargo relief from the Automatic Stay under section 362(a) of the Bankruptcy Code upon shortened notice with respect to any act to enforce rights or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms and provide a waiver of the DIP Orders; or (cright to recover upon any claim under Section 506(c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent Code against any Collateral upon satisfaction in full of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or SubsidiaryIndebtedness. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.

Bankruptcy Matters. No Credit Party The Loan Parties shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assertcause all proposed (i) “first day” orders on an interim and final basis, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (aii) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Canadian Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. Canadian Case, (diii) directly or indirectly, seek, consent or suffer to exist: orders (i) any modification, stay, vacation or amendment to other than the Interim Order or Final Order) related to or affecting the Loans and other Obligations and the Loan Documents, unless any other financing or use of cash collateral, any sale or other disposition of Collateral outside the Administration Agent has consented to such modificationordinary course, staycash management, vacation or amendment in writing; adequate protection, any Plan of Reorganization and/or any disclosure statement related thereto, (iiiv) entry of any order that could adversely affect Administrative Agent’s liens on orders concerning the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses financial condition of the kind specified in Borrowers or any of their respective Subsidiaries or other Indebtedness of the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1)Loan Parties or seeking relief under section 363, 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy CodeCode or section 9019 of the Federal Rules of Bankruptcy Procedure, and (v) equal orders establishing procedures for administration of the Cases or superior approving significant transactions submitted to the DIP Superpriority Claim Court, in each case, proposed by the Loan Parties to be in accordance with and permitted by the terms of the Secured Parties in respect of the Obligations this Agreement and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior acceptable to the Lien in favor of the Administrative Agent in its reasonable discretion in all respects, it being understood and agreed that the forms of orders approved by the Administrative Agent (and with respect to any provision that affects the rights, obligations, liabilities or duties of the Obligations (subject Administrative Agent) prior to the Senior Liens Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects; (b) comply in a timely manner with their obligations and responsibilities as defined debtors-in--possession under the Orders; (c) except as otherwise permitted by an Acceptable Plan or this Agreement, provide prior written notice as soon as reasonably practicable to the Administrative Agent prior to any assumption or rejection of any Loan Party’s or any Subsidiary’s material contracts or material non-residential real property Leases pursuant to Section 365 of the Bankruptcy Code; (d) deliver to the Administrative Agent all documents required to be delivered to creditors under the RSA or any case stipulation; provided that the Borrower shall not be required to deliver any such documents provided by any party in interest to the Interim Order) and extent that any such document is confidential or filed under seal; provided, further, that such documents that are filed under seal, to the Lien Priority Chart)extent permitted by applicable law or applicable contractual requirement, shall be provided to the advisors to the Administrative Agent on a professional eyes’ only basis; (e) receive designated “restricted cash” that is held by the Administrative Agent from the proceeds of dispositions consummated by the Loan Parties prior to the date on which Petition Date in amounts equal to: (i) upon entry of the Obligations Interim Order, 10.0% of such “restricted cash”; (and prior to ii) upon entry of the Final Order, an incremental 40.0% of such “restricted cash” (measured as of the Prepetition ObligationsPetition Date); (iii) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in upon the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of an order approving the Final Disclosure Statement, an incremental 20.0% (measured as of the Petition Date) of such “restricted cash”; and (iv) upon the entry the Confirmation Order, the Prepetition Obligations) due and payable hereunder or under remainder of such “restricted cash”, and, in each case, prepay Borrowings with the Interim Order or Final Order proceeds thereof in accordance with Section 2.11(c);3 and; or (f) amend, modify or supplement any final order comply with each of the Bankruptcy Court relating to or any agreement providing Required Milestones contained on Schedule 5.21 upon the terms and at the times provided for an Approved 363 Sale without the prior written consent of Administrative Agenttherein.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to (i) any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order andand (ii) Statutory Fees; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.

Bankruptcy Matters. No (i) The U.S. Bankruptcy Court shall have entered the Interim Order, by no later than May 2, 2008, in form and substance satisfactory to Lenders, among other things, (A) approving the transactions contemplated hereby, (B) granting a first priority perfected security interest in the Collateral subject only to (i) the Carve-Out Expenses up to the Carve-Out Amount, (ii) the Indenture Liens on Note Lien Collateral, (iii) the Indenture Adequate Protection Liens on Note Lien Collateral and (iv) Leasehold Priority Collateral Liens; (w) granting the Liens referenced in clause (iv) above, as well as the junior Indenture Adequate Protection on the DIP Priority Collateral; (C) authorizing the Credit Party shallExtensions hereunder in an amount not less than an amount otherwise sufficient to pay in full the obligations outstanding under the Pre-Petition Loan Documents; (D) modifying the automatic stay to permit the creation and perfection of Lenders’ Liens and automatically vacating the automatic stay to permit enforcement of Lenders’ default-related rights and remedies under this Agreement, the other Loan Documents and no Credit Party applicable law; (E) containing a good faith finding under Section 364(e) of the Bankruptcy Code and setting a time limit consistent with Del. Bankr. L.R. 4001-2(a)(i)(B) for challenges to the Prior Lender Obligations and such Interim Order shall permit any of its Subsidiaries tonot have been reversed, stayed, or (without the Requisite Lenders’ prior written consent, do any consent of the following: Administrative Agents) modified or amended. The Interim Order shall also include provisions, in form and substance satisfactory to the Administrative Agents, (aV) assert, join, support or prosecute any claim or cause granting permission for the use of action against any cash and other collateral of the Lenders, unless such claim or cause of action is in connection with the enforcement holders of the obligations under the Pre-Petition Credit Documents against any Agreement, (W) providing adequate protection as provided above, (X) with respect to collateral securing the obligations under the Pre-Petition Credit Agreement, granting waivers in respect of the Agents or Lenders; provided that nothing contained in this clause 6.20 “equities of the case” cutoff under Section 552(b) of the Bankruptcy Code, (aY) shall prohibit preventing Section 551 of the Debtors Bankruptcy Code from responding applying to or complying with discovery requests preserve for the benefit of any statutory committee appointed Debtor’s estate any avoided security interest or appearing in Lien senior to a security interest or Lien securing the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders Obligations hereunder or the payment from proceeds of obligations under the Loans of professional fees related thereto; Pre-Petition Credit Agreement and (bZ) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, including waivers of any charge to the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in collateral securing the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or the obligations under the Interim Order or Final Order and; or (fPre-Petition Credit Agreement under Section 506(c) amend, modify or supplement any final order of the Bankruptcy Code; (ii) US Borrowers shall have established or shall maintain the cash management services described in Section 9.02 pursuant to the Cash Management Order; (iii) The Interim Order, Cash Management Order and such other orders as may be necessary for the implementation of the Transactions or reasonably requested by the Administrative Agents shall have been approved and entered by the U.S. Bankruptcy Court relating and shall be in form and substance satisfactory to the Administrative Agents. (iv) The Administrative Agent shall have received drafts of the first day pleadings in form and substance reasonably satisfactory to the US Administrative Agent not later than a reasonable time in advance of the Petition Date for US Administrative Agent’s counsel to review and analyze the same; (v) The “first day orders” described on Schedule 4.01(x)(v), in form and substance reasonably satisfactory to the US Administrative Agent, shall have been approved and entered in the Chapter 11 Cases, with such “first day orders to (A) provide for the continuation of the Debtors’ Pre-Petition cash management system (or any agreement other cash management system satisfactory to the US Administrative Agent) and deposit and disbursement accounts and (B) providing for an Approved 363 Sale without a guarantee of all of the prior written consent of Administrative AgentCanadian Obligations.

Bankruptcy Matters. No Credit Party shall(i) The Bankruptcy Court shall have entered the Confirmation Order and (x) the time to appeal the Confirmation Order or to seek review, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support rehearing or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders certiorari with respect to the Collateral following the occurrence of an Event of Default; providedConfirmation Order shall have expired, that any Credit Party may contest (y) unless otherwise waived by Administrative Agent, no appeal or dispute whether an Event of Default has occurred in accordance petition for review, rehearing or certiorari with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, respect to the extent authorized pursuant Confirmation Order shall be pending, and (z) the Confirmation Order shall otherwise be in full force and effect, and shall not have been vacated, reversed, modified, amended or stayed in any respect that, in the good faith judgment of Administrative Agent, is adverse to any order or all of Administrative Agent, Collateral Agent and the Bankruptcy Court complying with Lenders without the terms of this Agreement) or, with the prior written consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writingAdministrative Agent; (ii) entry the Plan of Reorganization and all documents filed in connection therewith (x) shall have become effective in accordance with their terms, and (y) shall not have been modified, altered, amended or otherwise changed or supplemented in any order that could adversely affect respect that, in the good faith judgment of Administrative Agent’s liens on , is adverse to any or all of Administrative Agent, Collateral Agent and the Collateral or its recovery in Lenders without the Case that is not, in form and substance, satisfactory to written consent of Administrative Agent in its Permitted DiscretionAgent; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses all conditions precedent to the effectiveness of the kind specified in Plan of Reorganization (other than the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry conversion of the Final Order)DIP Facility to the Exit Facility pursuant hereto) shall have been satisfied, 507, 546, 726, 1113 or 1114 shall be satisfied substantially simultaneously with the conversion of the Bankruptcy Code) equal or superior DIP Facility to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; Exit Facility, or shall be waived (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent); and (iv) the transactions contemplated by the Plan of Reorganization and the Confirmation Order to occur on the effective date of the Plan of Reorganization and the Confirmation Order shall be consummated on the effective date of the Plan of Reorganization (and pursuant to the Plan of Reorganization, the Exit Credit Parties and their respective property shall have been discharged from, and have no further liability with respect to, Claims and Liens against the Exit Credit Parties provided in the Plan of Reorganization) and substantially simultaneously with the occurrence of the Exit Facility Conversion Date.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any Agent shall have received a certified copy of the LendersConfirmation Order, unless such claim or cause of action is in connection with as duly entered by the enforcement Bankruptcy Court and entered on the docket of the Credit Documents against any Clerk of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing Bankruptcy Court in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoChapter 11 Case; (b) subject to the terms each of the DIP Orders Plan of Reorganization and subject the Confirmation Order shall be in form and substance satisfactory to Section 8 hereofAgent in good faith (it being acknowledged that the Plan of Reorganization dated August 9, object to2006 is satisfactory to Agent); (c) the Confirmation Order shall provide that, contestamong other things (i) the Existing Loan Documents and the Final Financing Order shall continue in full force and effect through the Plan Effective Date, delay(ii) as of and after the Plan Effective Date, prevent any and all loans, advances, financial accommodations, borrowings and obligations outstanding under the Existing Loan Documents shall continue in effect on and after the Plan Effective Date and be deemed loans, advances, financial accommodations, borrowings and obligations of or interfere with to be assumed by Borrowers, (iii) the security interests and liens in any material manner the exercise favor of rights and remedies Agent granted by the Agents Final Financing Order and the Existing Loan Documents (as amended and restated hereby) shall continue in effect in favor of Agent on and after the Plan Effective Date and shall not be discharged, released or terminated, and (iv) on the Lenders Plan Effective Date, Borrowers and Guarantors are authorized to enter into this Agreement and the other Loan Documents and perform all of their obligations hereunder and thereunder; (d) Borrowers and Guarantors shall have complied in full with the notice requirements as provided for in the order of the Bankruptcy Court entered on August 4, 2006 approving the Disclosure Statement with respect to the Collateral Plan of Reorganization; (e) the Confirmation Order shall have been entered by the Bankruptcy Court and shall be valid, subsisting and continuing in full force and effect; (f) on the Closing Date, either (i) the Confirmation Order shall have become a Final Order, or (ii) either (A) each of the following conditions precedent shall have been satisfied: (1) no notice of appeal, petition for certiorari, or application or motion for reversal, rehearing, reargument, stay or modification with respect to the occurrence Confirmation Order shall have been filed on or prior to the Closing Date, and (2) either (x) no objections to the Confirmation Order shall have been filed or raised prior to the entry of an Event the Confirmation Order, or (y) if any objections to the Confirmation Order shall have been filed or raised prior to the entry of Default; providedthe Confirmation Order, that any Credit Party may contest all of such objections shall have been withdrawn or dispute whether an Event shall have been settled on or prior to the Closing Date on terms and conditions satisfactory to Agent or (B) Agent shall have waived the conditions precedent set forth in clauses (ii)(A)(1) and (2) of Default has occurred this subsection (f) in its sole and absolute discretion; (g) the Plan of Reorganization shall have been consummated and shall be effective (or shall become effective simultaneously with the effectiveness of this Agreement), all agreements and undertakings of the parties thereunder to be satisfied or performed on or before the Closing Date shall have been satisfied and performed, all consents, approvals or withholding of objections which are necessary to consummate the Plan of Reorganization and the transactions contemplated hereby have been obtained, all of the conditions precedent to the effectiveness of the Plan of Reorganization (other than conditions consisting of the execution, delivery or effectiveness of this Agreement) shall have been satisfied, or with the consent of Agent and the Creditors’ Committee waived in accordance with the terms of thereof, and the DIP Orders; or Plan Effective Date shall have occurred (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying shall occur simultaneously with the terms effectiveness of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (eh) prior the Confirmation Order shall not have been modified, reversed, stayed or vacated without the express written consent of Agent, and except as otherwise consented to by Agent at any time, no application or motion shall have been made to the date on which the Obligations (and prior to entry Bankruptcy Court for any modification or stay of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash Confirmation Order and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims no stay with respect to same shall have been entered; (i) no court of competent jurisdiction shall have issued any Obligations (and prior injunction, restraining order or other order with respect to entry the Confirmation Order which otherwise prohibits the consummation of the Final Order, the Prepetition Obligationstransactions contemplated hereby or (except for changes consented to by Agent) due and payable hereunder or under the Interim Order or Final Order modifies such transactions; and; or (fj) amendno motion, modify action or supplement proceeding shall be pending against any final order of Borrower or Guarantor by any creditor or other party-in-interest in the Chapter 11 Case in the Bankruptcy Court relating or in any other court of competent jurisdiction which adversely affects or may reasonably be expected to adversely affect the consummation of the Plan of Reorganization or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentcould reasonably be expected to result in a Material Adverse Change.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit (i) the Plan of Reorganization is not amended or modified in any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action manner that is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding reasonably deemed to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretobe material by Agents; (bii) subject to the terms Plan of the DIP Orders Reorganization shall have been confirmed, after proper notice and subject to Section 8 hereofa hearing, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or Confirmation Order; (iii) the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred 10-day appeal period (as calculated in accordance with Rule 9006 of the Federal Rules of Bankruptcy Procedure (the “Appeal Period”)) shall have elapsed following the entry of the Confirmation Order; (iv) Administrative Agent shall have received a current docket sheet as of the Closing Date, certified by the Bankruptcy Court, indicating all pleadings and orders filed through the last day of the Appeal Period; (v) during the period from the date of entry of the Confirmation Order to the Closing Date, there shall have not been filed any notice of appeal from the Confirmation Order nor any motion to review, modify, vacate, set aside, stay or reconsider the Confirmation Order, and the Confirmation Order shall have become a Final Order; (vi) all of the conditions to occurrence of the Effective Date under the Plan of Reorganization, other than consummation of the transactions contemplated by this Agreement, shall have occurred or have been lawfully waived, as determined by Administrative Agent and its counsel; (vii) Administrative Agent and its counsel shall have determined to their satisfaction that, on the Effective Date, the Debtors’ Plan of Reorganization shall have been implemented in a manner that is consistent with the terms and provisions thereof; (viii) Administrative Agent and its counsel shall have determined to their satisfaction that, on the Effective Date, the Debtors’, Borrowers’ and Guarantors’ corporate restructuring shall have been consummated in a manner that is consistent with the terms and provisions of the DIP Orders; or (c) except as expressly provided or permitted hereunder (Plan of Reorganization, including, without limitation, to the extent authorized pursuant to any order formation of Superior, New Parent and New Subsidiary, and the merger or dissolution of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary.Dissolving Debtors; and (dix) directly no defaults or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry events of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or default exist under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order Plan of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative AgentReorganization.

Bankruptcy Matters. No Credit Party (a) Within five (5) calendar days after the Execution Date, ERC shall, and no Credit Party shall permit any cause each of its Subsidiaries the other Debtors to, without file the Requisite Lenders’ prior written consentReorganization Plan (drafts of which shall have been provided to Redwood sufficiently in advance of filing and shall be acceptable to Redwood) and a related amended disclosure statement, do any (the “Disclosure Statement”), with the Bankruptcy Court and seek to obtain approval of the following: Disclosure Statement and the Confirmation Order with respect to the Reorganization Plan as expeditiously as possible, and in any event, within thirty (a30) assertcalendar days and seventy-five (75) calendar days, joinrespectively, support or prosecute any claim or cause of action against any of the LendersExecution Date. The Reorganization Plan, unless such claim or cause of action is Disclosure Statement and Confirmation Order shall each be in connection with form and substance satisfactory to the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained Redwood Parties in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto;their sole and absolute discretion. (b) subject to The Debtors shall provide the terms Redwood Parties with copies of the DIP Orders all material motions, orders, applications and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights supporting papers and remedies notices prepared by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder Debtors (including, without limitation, forms of orders and notices to interested parties), as soon as practicable, prior to their being filed with the Bankruptcy Court, relating to this Agreement, the Transactions or the Reorganization Plan, and shall consult as reasonably practicable with the Redwood Parties or their counsel prior to taking any significant action with respect to the extent authorized Transactions or Reorganization Plan. Without the consent of the Redwood Parties, the Debtors shall not take any significant action with respect to the Reorganization Plan or Transactions that is inconsistent with the transactions and terms contemplated by this Agreement. With respect to all other motions, orders, applications and supporting papers and notice, the Debtors will use reasonable efforts to provide the Redwood Parties with copies thereof, where practicable, prior to their submission, and shall, in all cases, provide the Redwood Parties and its counsel with copies of such submissions or correspondence after the filing thereof. All papers forwarded to the Redwood Parties under this section may be provided in draft form. (c) Pursuant to the Reorganization Plan, on or prior to the Closing Date, each of the Transferred Landowners and each of the Sellers that is a Debtor will emerge as a reorganized entity and shall receive, subject to the provisions of the Reorganization Plan, a discharge of all Liabilities (other than Liabilities that will be Assumed Liabilities at Closing) pursuant to any order the applicable provisions of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or SubsidiaryCode. (d) directly or indirectly, seek, consent or suffer Sellers’ obligations to exist: pay (i) any modificationRedwood Transaction Costs pursuant to Section 7.6(a), stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; and (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is notTermination Fee pursuant to Section 9.2, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; shall constitute administrative expenses (iii) a which shall be super-priority claim for any administrative expense claims, senior to all other administrative expense claims and payable out of Sellers’ cash or unsecured claim (now existing or hereafter arising other collateral securing Sellers’ obligations to its senior secured prepetition lenders, prior to any recovery by such lenders) of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, Sellers under section 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assertAgent shall have received, joinin each case, support or prosecute any claim or cause in form and substance reasonably acceptable to Agent, (i) the Plan of action against any Reorganization and (ii) all orders of the LendersBankruptcy Court confirming, unless such claim approving, implementing or cause affecting the Plan of action is in connection with Reorganization and the enforcement Loan Documents, or affecting the rights, remedies and obligations of Agent and the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto;hereunder. (b) subject to Agent shall have received evidence that (i) the terms Plan of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies Reorganization has been confirmed by a final order entered by the Agents Bankruptcy Court, and such confirmation order is in form and substance reasonably acceptable to Agent, which has not been stayed by the Bankruptcy Court or any other court having jurisdiction to issue any stay and (ii) the Lenders confirmation order has been entered upon proper notice to all parties to be bound by the Plan of Reorganization, all as may be required by the Bankruptcy Code, the Bankruptcy Rules and any applicable local bankruptcy law. In addition, (A) the time to appeal the confirmation order or to seek review, rehearing or certiorari with respect to the Collateral following confirmation order must have expired, (B) no appeal or petition for review, rehearing or certiorari with respect to the occurrence of an Event of Default; provided, that any Credit Party confirmation order may contest or dispute whether an Event of Default has occurred be pending and (C) the confirmation order shall be otherwise in accordance with the terms of the DIP Orders; orfull force and effect. (c) except as expressly provided Agent shall have received a certificate from the Borrower Representative that (i) all conditions to the effectiveness of the Plan of Reorganization have been satisfied or permitted hereunder waived in a manner reasonably acceptable to Agent, (ii) the Plan of Reorganization shall have been consummated or shall be consummated contemporaneously with the closing of this Agreement and (iii) all administrative expenses of Borrowers (excluding remaining professional fees and expenses and ordinary course obligations of Borrowers) incurred under the Chapter 11 Cases, including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) orall debtor-in-possession financing provided by Agent, with the prior consent of the Requisite Lendersor otherwise, as provided pursuant to an Approved Bankruptcy Court Orderthat are then due and payable, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentsatisfied.

Bankruptcy Matters. No Credit Party shall(a) Any of the Cases shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code, and no Credit Party (b) a trustee under Chapter 11 of the Bankruptcy Code shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do be appointed in any of the following:Cases, or (c) an examiner having enlarged powers relating to the operation of the business of the Borrower or any Guarantor (beyond those set forth under Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code shall be appointed; or (a) assertan order of a court of competent jurisdiction shall be entered staying or rescinding the Interim Order or the Final Order; (b) an order of a court of competent jurisdiction shall be entered amending, joinsupplementing or otherwise modifying either the Interim Order or the Final Order without the consent of the Administrative Agent and the Requisite Lenders; (c) without the consent of the Prepetition Agents and the Requisite Lenders (as defined in the Prepetition Credit Agreement), support the Prepetition Lenders' Cash Collateral shall be used in a manner inconsistent with the orders authorizing use of Cash Collateral or prosecute (except as provided in the Final Order) an order of a court of competent jurisdiction authorizes the use of Cash Collateral without the written consent of each of the Administrative Agent and the Requisite Lenders; or (d) an order of a court of competent jurisdiction shall be entered terminating the use of the Prepetition Lenders' Cash Collateral; or (iii) Any Loan Party shall make any claim or cause payments of action against Prepetition Indebtedness other than (a) as permitted under the Interim Order and/or the Final Order (as applicable), (b) as permitted by any of the Lendersorders entered by the Bankruptcy Court on or about the Petition Date and in the approximate amounts reflected on the Budget, unless such claim (c) as otherwise permitted in this Agreement, or cause of action is (d) in connection with the enforcement assumption of any contract or lease approved by the Bankruptcy Court and consented to by the Administrative Agent; or (iv) An order shall be entered granting relief from the automatic stay so as to allow a third party to proceed against any property or assets of any Loan Party having a value in excess of $50,000 in the aggregate; or (v) There shall occur any event after the Petition Date which results in a Material Adverse Effect; or 105 (vi) The entry of the Credit Documents against Final Order shall not have occurred within 45 days after the Petition Date; or (vii) Except for the Carve-Out, any of the Agents Loan Party shall file, or Lenders; provided that nothing contained in this clause 6.20 fail to actively oppose, any pleading seeking, or otherwise consenting to, (a) shall prohibit the Debtors from responding invalidation, subordination or otherwise challenging the Liens and Superpriority Claim status granted to secure the Obligations hereunder or complying with discovery requests of any statutory committee appointed under the Prepetition Credit Agreement, or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms any relief under Section 506(c) of the DIP Orders and subject Bankruptcy Code with respect to Section 8 hereof, object to, contest, delay, prevent any assets which secure the Prepetition Obligations or interfere an order shall be entered by the Bankruptcy Court invalidating or subordinating the Liens or the superpriority status of the Obligations hereunder; or (viii) The Bankruptcy Court or any other court having jurisdiction over the Loan Parties makes a final determination with respect to any motion or proceeding brought by any Person which results in any material manner the exercise impairment of the rights and remedies by of the Agents or the Lenders under any of the Loan Documents; or (ix) The Loan Parties shall have failed to either (a) file a Conforming Plan by September 1, 2000, (b) obtain approval of a disclosure statement with respect thereto by November 15, 2000, or (c) confirm such plan by December 31, 2000, or any of the Loan Parties shall support any alternative plan of reorganization or THEN upon the occurrence and during the continuation of any Event of Default, and without further order of or application to the Bankruptcy Court, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, (or, in the case of the Cash Management Indemnity Loans and the Cash Management Indemnity Loan Commitment, Scotiabank) by written notice to Borrower, (i) declare all or any portion of the principal of, interest on, and other amounts payable on the Loans, and all or any portion of the other obligations to be, and the same shall forthwith become, immediately due and payable; (ii) terminate the Commitments and the obligation of each Lender to make any Loan, the obligation of Issuing Bank to issue any Letter of Credit (provided that the foregoing shall not affect in any way the obligations of Lenders under subsection 3.3C(i)); (iii) terminate any Letter of Credit which may be terminated by the Issuing Lender in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, it will pay) to the Administrative Agent such additional amount of cash or Cash Equivalents, to be held as security by the Administrative Agent, as is equal to 105% of the aggregate undrawn face amounts of all Letters of Credit then outstanding; (v) enforce all of the Liens and security interests created pursuant to the Collateral following Documents and/or the occurrence Orders; (vi) apply any cash collateral held by the Administrative Agent to the repayment of an Event the Obligations; (vii) setoff amounts in bank accounts maintained with any Agent or 106 Lender, or otherwise enforce rights against any other Collateral in the possession of Defaultany Agent or Lender; providedand/or (viii) take any other action or exercise any other right or remedy permitted to the Agents or Lenders under any of the Loan Documents, the Orders or applicable law; PROVIDED, HOWEVER, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or , the Agents and the Lenders may take the actions described in clauses (cv) except as expressly provided or permitted hereunder through (including, without limitation, viii) only after providing three Business Days' prior written notice to the extent authorized Borrower, its counsel, the United States Trustee, the Prepetition Agent, the Prepetition Lenders and counsel to any statutory committee appointed in the Cases. Any amounts described in clause (iv) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form Account Agreement and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (shall be applied as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agenttherein provided.

Bankruptcy Matters. No Credit Party shallIf an order for relief is entered or if a stay of proceeding or other acts become effective in favor of Tenant or Tenant's interest in this Lease in any proceeding which is commenced by or against Tenant under the present or any future Federal bankruptcy code or any other present or future applicable Federal, State or other statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to protect adequately Landlord's right, title and interest in and to the Premises or any portion thereof and to assure adequately the complete and continuous future performance of Tenant's obligations pursuant to this Lease. Adequate protection of Landlord's right, title and interest in and to the Premises, and no Credit Party adequate assurance of the complete and continuous future performance of Tenant's obligations pursuant to this Lease, shall permit any of its Subsidiaries toinclude, without limitation, the Requisite Lenders’ prior written consent, do any of the followingfollowing requirements: (a) assert, join, support or prosecute any claim or cause that Tenant comply with all of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in its obligations pursuant to this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoLease; (b) subject that Tenant pay to Landlord, on the first day of each month occurring subsequent to the terms entry of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents such order or the Lenders with respect effective date of such stay, a sum equal to the Collateral following amount by which the occurrence of Premises diminished in value during the immediately preceding monthly period, but, in no event, an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with amount which is less than the terms of the DIP Orders; orBase Rent and Additional Rent payable for such monthly period; (c) except that Tenant continue to use the Premises in accordance with its Permitted Use; (d) that Landlord be permitted to supervise the performance of Tenant's obligations pursuant to this Lease; (e) that Tenant hire, at its sole cost and expense, such security personnel as expressly may be necessary to insure the adequate protection and security of the Premises; (f) that Tenant pay Landlord as an item of Additional Rent within thirty (30) days after entry of such order or the effective date of such stay, as partial adequate protection against future diminution in value of the Premises and adequate assurance of the complete and continuous future performance of Tenant's obligations under this Lease, an additional security deposit in an amount acceptable to Landlord, but in no event less than the Base Rent and Additional Rent payable during the preceding twelve (12) months of the Lease Term; (g) that Tenant has and will continue to have unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant pursuant to this Lease; (h) that if Tenant's trustee, Tenant or Tenant as debtor-in- possession assumes this Lease and proposes to assign the same to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, the notice of such proposed assignment, setting forth (i) the name and address of such person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided or permitted hereunder (Landlord to assure such person's future performance under the Lease, including, without limitation, the assurance referred to in Title 11 U.S.C. 365(b)(3) (as the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1same may be amended), 365shall be given to Landlord by the trustee, 503Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, 506(cTenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) days prior to the date on which that the Obligations (trustee, Tenant or Tenant as debtor-in- possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and motion, to be exercised by notice to the trustee given at any time prior to entry the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the Final Order, consideration to be paid by such person for the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry assignment of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentthis Lease.

Bankruptcy Matters. No Credit Party Each Debtor shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assertcause all proposed (i) orders related to or affecting the Loans and other Obligations, jointhe Prepetition Debt and the Credit Documents, support any other financing or prosecute use of Cash Collateral, any claim sale or cause other disposition of action against Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (ii) orders concerning the financial condition of the Borrower or any of the Lenders, unless such claim its Subsidiaries or cause of action is in connection with the enforcement other Indebtedness of the Credit Documents against any Debtors or seeking relief under section 363, 364 or 365 of the Agents Bankruptcy Code or Lenders; provided that nothing contained Rule 9019 of the Federal Rules of Bankruptcy Procedure, (iii) orders authorizing additional payments to critical vendors (outside of the relief approved in this clause 6.20 the First Day Orders and “second day” orders) and (aiv) shall prohibit orders establishing procedures for administration of the Chapter 11 Cases or approving significant transactions submitted to the Bankruptcy Court, in each case, proposed by the Debtors from responding to or complying be in accordance with discovery requests and permitted by the terms of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretothis Agreement; (b) subject to any applicable limitations set forth in the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with Security Documents (including in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoeverMortgage), including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior asset subject to entry a separate notice period thereunder, if any assets that are of the Final Ordernature secured by any Security Documents (including any owned Real Estate or improvements thereto) are acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or are held by any Subsidiary on or after the time it becomes a Guarantor pursuant to Section 9.11, unless an effective lien has been created under the Security Agreement and perfected under an effective UCC financing statement, the Prepetition ObligationsBorrower will promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent, as soon as commercially reasonable but in no event later than five (5) due Business Days, unless extended by the Collateral Agent in its reasonable discretion, to grant and payable hereunder or under perfect such Liens consistent with the Interim Order or Final Order and; or (f) amend, modify or supplement any final order applicable requirements of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without Security Documents, including actions described in paragraph (a) of this Section, all at the prior written consent expense of Administrative Agentthe Credit Parties.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute If any claim or cause Loan Party makes any payment on account of action against any Indebtedness existing as of the LendersFiling Date, unless such claim except for any payments expressly authorized by the Financing Order and this Agreement or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing payments set forth in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoBudget; (b) subject If the Financing Orders are not entered by the dates required by the Milestones (or such other period as Agent and Required Lenders may agree to in writing); or any Financing Order is stayed, revised, revoked, remanded, rescinded, amended, reversed, vacated, or modified in any manner not acceptable to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders Agent; (c) If an order with respect to the Collateral following Bankruptcy Case shall be entered by the occurrence of Bankruptcy Court (i) appointing a trustee under Section 1104, or an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance examiner with enlarged powers relating to the terms operation of the DIP Orders; or (cbusiness of the Loan Parties under Section 1106(b) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with Code or (ii) terminating or reducing the terms of this Agreement) or, with the prior consent period pursuant to section 1121 of the Requisite Lenders, as provided pursuant Bankruptcy Code during which any Loan Party's exclusive rights to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice file and in the ordinary course of business solicit acceptances for the applicable Credit Party or Subsidiary.its plan; (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment Subject to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, if any Person other than a Loan Party in connection with this Agreement or the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Existing First Lien Credit Loans has been terminated, pay Agreement shall assert any administrative expense claims not 141 provided for claim in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition ObligationsBankruptcy Case arising under Section 506(c) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating Code against Agent, any Lender, Existing Agent, any Existing First Lien Lender or the Collateral, and either (i) the same shall remain unopposed by the applicable Loan Party for more than 5 Business Days, or (ii) in any event, any such claim shall not be disallowed, dismissed or withdrawn, with prejudice, within 60 days after the assertion thereof; or if Agent, Lenders, Existing Agent, Existing First Lien Lenders or the Collateral are surcharged pursuant to Sections 105, 506(c), 552 or any agreement providing for other section of the Bankruptcy Code; (e) If any order is entered by the Bankruptcy Court sustaining any objection or challenge of any kind or nature to the validity, priority, or amount of the liens in favor of or claims held by, or an Approved 363 Sale without action to recharacterize or subordinate the prior written consent of Administrative Agent.Agent or Lenders, or the Existing Agent or Existing First Lien Lenders;

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection The Company shall file with the enforcement Bankruptcy Court, as soon as practicable following the execution of this Agreement but in no event later than five days following the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 date hereof, object to, contest, delay, prevent or interfere with in any material manner a motion and supporting papers seeking the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence entry of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with that approves the terms of this AgreementCompany’s obligations under Sections 5.01, 5.02, 5.08, 5.09, 9.02(b) or, with and 9.02(c) (the prior consent of “Plan Sponsor Order”). The Plan Sponsor Order shall be in form and substance reasonably satisfactory to the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or SubsidiaryPurchaser. (db) directly or indirectlyThe Disclosure Statement, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Confirmation Order, unless and the Administration Agent has consented Reorganization Plan shall be, insofar as such documents relate to such modificationor concern this Agreement, stay, vacation any of the Ancillary Agreements or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is notTransactions, in form and substance, substance reasonably satisfactory to Administrative Agent the Purchaser. The Company shall consult and cooperate with the Purchaser, and consider in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses good faith the views of the kind specified in the Bankruptcy CodePurchaser, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without all such filings. Without the prior written consent of Administrative Agentthe Purchaser, the Company shall not seek to amend or modify any provision in the Plan Sponsor Order, the Disclosure Statement, the Reorganization Plan or the Confirmation Order to effect a change in the terms and conditions of the Transactions which would reasonably be expected to have a material adverse effect on the Purchaser or on the ability of the Company and Purchaser to consummate the Transactions except for actions taken consistent with this Agreement with respect to a Superior Proposal. (c) The Company and the Purchaser shall use commercially reasonable efforts to cooperate, assist and consult with each other to secure the prompt entry of the Confirmation Order as soon as practicable following the date hereof, and to consummate the Transactions, and will furnish affidavits or other documents or information for filing with the Bankruptcy Court for the purposes, among others, of providing necessary assurances of performance by the Purchaser and under this Agreement. In the event that any Governmental Orders 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 Governmental Order) the Company and the Purchaser will cooperate in taking such steps to diligently defend against such appeal, petition or motion, and the Company and the Purchaser shall use their commercially reasonable efforts to obtain an expedited resolution of any such appeal, petition or motion. Nothing in this Section 5.08 shall be construed as altering the rights and obligations of the Company under Section 5.09.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection ASARCO shall file with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the CasesBankruptcy Court, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral as soon as practicable following the occurrence execution of this Agreement but in no event later than five days following the Effective Date, a motion and supporting papers seeking the entry of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with approving the amount of the Superior Proposal Threshold, and the terms of this AgreementSection 7.10 and Section 12.2(b)(v) or, with (the prior consent “Bid Protections Order”). Sellers shall use their commercially reasonable efforts to have the Bid Protections Order entered as soon as practicable following the filing of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiarymotion therefor. (db) directly ASARCO shall use its reasonable best efforts to obtain prompt entry of the Plan Confirmation Order. (c) ASARCO shall promptly provide Purchaser with final drafts of all documents, motions, orders, filings or indirectly, seek, consent or suffer pleadings that Sellers propose to exist: file with the Bankruptcy Court which relate to (i) any modificationthis Agreement or the transactions contemplated hereunder, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is notBid Protections Order, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim the Disclosure Statement, (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses iv) the Plan Confirmation Order and (v) the acquisition of the kind specified Purchased Assets, and will provide Purchaser with a reasonable opportunity to review such documents in advance of their service and filing to the extent reasonably practicable. Sellers shall consult and cooperate with Purchaser, and consider in good faith the views of Purchaser, with respect to all such filings. Without the prior written consent of Purchaser, Seller shall not seek to amend or modify any provision in the Bankruptcy CodeBid Protections Order, including without limitation the Disclosure Statement, 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 Purchaser (or Purchaser Parent) or on the ability of Sellers and Purchaser (and Purchaser Parent) to consummate the transactions contemplated hereby within the time periods set forth in Sections 1057.7(a) and 12.1. Table of Contents (d) Sellers, 326Purchaser and Purchaser Parent shall use commercially reasonable efforts to cooperate, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon assist and consult with each other to secure the entry of the Final OrderPlan Confirmation Order following the date hereof, and to consummate the transactions contemplated by this Agreement (including (i) the assignment to and assumption by Purchaser of any Contract that is intended to be an Assumed Contracts in accordance with this Agreement, (ii) obtaining any consents required in connection therewith, and (iii) identifying any Contracts (to the extent not included in Section 5.8(a) of the Seller Disclosure Schedule) to allow Purchaser to meaningfully consider and exercise its rights under Section 2.5(a), 507, 546, 726, 1113 and furnishing affidavits or 1114 of other documents or information for filing with the Bankruptcy Code) equal or superior to Court for the DIP Superpriority Claim purposes, among others, of providing necessary assurances of performance by Purchaser and Purchaser Parent under this Agreement. In the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) event that any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order 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 agreement providing for such Order), subject to Section 12.1(b), Sellers, Purchaser and Purchaser Parent will cooperate in taking such steps to diligently defend against such appeal, petition or motion and Sellers and Purchaser shall use their commercially reasonable efforts to obtain an Approved 363 Sale expedited resolution of any such appeal, petition or motion. Neither Purchaser nor Purchaser Parent shall, without the prior written consent of Administrative AgentSellers, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Purchased Assets. Nothing in this Section 7.7 shall be construed as altering the rights and obligations of Sellers under Section 7.10.

Bankruptcy Matters. No Credit Party shall, and no Credit Party (i) The Administrative Agent shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any have received a signed copy of the following: DIP Order (ax) assert, join, support or prosecute any claim or cause of action against any of authorizing and approving the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds making of the Loans in the amounts consistent with the definition of professional fees related thereto;“DIP Facility” and as contemplated by this Agreement; and (y) granting the DIP Superpriority Claims, the DIP Lien and the other liens referred to in Section 2.4 (which DIP Order shall not have been vacated, reversed, modified, amended or stayed). (bii) subject to the terms of The Bankruptcy Court shall have entered the DIP Orders Order and subject to Section 8 hereofsuch order shall not have been vacated, object toreversed or stayed. (iii) No trustee, contest, delay, prevent responsible officer or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders examiner having expanded powers shall have been appointed with respect to the Collateral following Debtors or their respective properties. (iv) The Lenders and the occurrence Administrative Agent shall have received the initial DIP Budget (for the 13-week period ending after the Closing Date dated as of an Event a date not more than five Business Days prior to the Closing Date), which shall be reasonably satisfactory in form and substance to the Required Commitment Parties. The making of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred the Loans by the Lenders hereunder in accordance with the terms provisions of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, Section 2.3 shall conclusively be deemed to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to constitute an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of acknowledgement by the Administrative Agent in respect and each Lender that each of the Obligations (conditions precedent set forth in this Section 6.1 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person. Conditions to Incurrence of Loans After the Closing Date . The agreement of each Lender to make any Loan requested to be made by it on any Borrowing Date after the Closing Date is subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry satisfaction or waiver of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations following conditions precedent: (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.a)

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any The Lender shall have received a certified copy of the LendersConfirmation Order, unless such claim or cause of action is in connection with as duly entered by the enforcement Bankruptcy Court and entered on the docket of the Credit Documents against any Clerk of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing Bankruptcy Court in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoBankruptcy Case; (b) subject Each of the Plan of Reorganization and the Confirmation Order shall be in form and substance satisfactory to the terms Lender in good faith (it being acknowledged that the Plan of Reorganization dated October 11, 2006 is satisfactory to the Lender); (c) The Confirmation Order shall provide that, among other things (i) the Existing Loan Documents and the DIP Order shall continue in full force and effect on and after the Effective Date, (ii) as of and after the Effective Date, any and all loans, advances, financial accommodations, borrowings and obligations outstanding under the Existing Loan Documents shall continue in effect on and after the Effective Date and be deemed loans, advances, financial accommodations, borrowings and obligations of or to be assumed by the Borrower, (iii) the security interests and liens in favor of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies Lender granted by the Agents DIP Order and the Existing Loan Documents shall continue in effect in favor of the Lender on and after the Effective Date and shall not be discharged, released or terminated, and (iv) on the Lenders Effective Date, the Borrower is authorized to enter into this Agreement and the other Financing Documents and perform all of its obligations hereunder and thereunder; (d) The Borrower shall have complied in full with the notice requirements as provided for in the order of the Bankruptcy Court entered on October , 2006 approving the Disclosure Statement with respect to the Collateral Plan of Reorganization; (e) The Confirmation Order shall have been entered by the Bankruptcy Court and shall be valid, subsisting and continuing in full force and effect; (f) On the Closing Date, either (i) the Confirmation Order shall have become a Final Order, or (ii) either (A) each of the following conditions precedent shall have been satisfied: (1) no notice of appeal, petition for certiorari, or application or motion for reversal, rehearing, reargument, stay or modification with respect to the occurrence Confirmation Order shall have been filed on or prior to the Closing Date, and (2) either (x) no objections to the Confirmation Order shall have been filed or raised prior to the entry of an Event the Confirmation Order, or (y) if any objections to the Confirmation Order shall have been filed or raised prior to the entry of Default; providedthe Confirmation Order, that any Credit Party may contest all of such objections shall have been withdrawn or dispute whether an Event shall have been settled on or prior to the Closing Date on terms and conditions satisfactory to the Lender or (B) the Lender shall have waived the conditions precedent set forth in clauses (ii)(A)(1) and (2) of Default has occurred this subsection (f) in its sole and absolute discretion; (g) The Plan of Reorganization shall have been consummated and shall be effective (or shall become effective simultaneously with the effectiveness of this Agreement), all agreements and undertakings of the parties thereunder to be satisfied or performed on or before the Closing Date shall have been satisfied and performed, all consents, approvals or withholding of objections which are necessary to consummate the Plan of Reorganization and the transactions contemplated hereby have been obtained, all of the conditions precedent to the effectiveness of the Plan of Reorganization (other than conditions consisting of the execution, delivery or effectiveness of this Agreement) shall have been satisfied, or with the consent of the Lender and the Creditors’ Committee (as such term is defined in the Plan of Reorganization) waived in accordance with the terms of thereof, and the DIP Orders; or Effective Date shall have occurred (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying shall occur simultaneously with the terms effectiveness of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (eh) prior The Confirmation Order shall not have been modified, reversed, stayed or vacated without the express written consent of the Lender, and except as otherwise consented to by the Lender at any time, no application or motion shall have been made to the date on which the Obligations (and prior to entry Bankruptcy Court for any modification or stay of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash Confirmation Order and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims no stay with respect to same shall have been entered; (i) No court of competent jurisdiction shall have issued any Obligations (and prior injunction, restraining order or other order with respect to entry the Confirmation Order which otherwise prohibits the consummation of the Final Order, transactions contemplated hereby or (except for changes consented to by the Prepetition ObligationsLender) due and payable hereunder or under the Interim Order or Final Order and; ormodifies such transactions; (fj) amendNo motion, modify action or supplement proceeding shall be pending against the Borrower by any final order of creditor or other party-in-interest in the Chapter 11 Case in the Bankruptcy Court relating or in any other court of competent jurisdiction which adversely affects or may reasonably be expected to adversely affect the consummation of the Plan of Reorganization or any agreement providing for an Approved 363 Sale without could reasonably be expected to result in a Material Adverse Change; and (k) The Lender shall have received 100% of the prior written consent of Administrative Agentequity interests in the Borrower.

Bankruptcy Matters. No Credit Party shall(a) ASARCO shall use its reasonable best efforts to obtain prompt entry of the Plan Confirmation Order. (b) ASARCO shall provide Purchaser with final drafts (promptly after such final drafts are prepared) of all documents, motions, orders, filings or pleadings that Sellers propose to file with the Bankruptcy Court which relate to (i) this Agreement or the transactions contemplated hereunder, (ii) the Sterlite Settlement Motion and the Sterlite Agreed Order, (iii) the Disclosure Statement, (iv) the Plan Confirmation Order and (v) the acquisition by Purchaser of the Purchased Assets, and no Credit Party will provide Purchaser with a reasonable opportunity to review such documents in advance of their service and filing to the extent reasonably practicable. Sellers shall permit any consult and cooperate with Purchaser, and consider in good faith the views of its Subsidiaries toPurchaser, with respect to all such filings. Except as permitted by Section 8.10, without the Requisite Lenders’ prior written consentconsent of Purchaser (which consent shall not be unreasonably delayed or denied), do once filed with the Bankruptcy Court, Seller shall not seek to amend or modify any provision in the Sterlite Agreed Order, Disclosure Statement, the Plan or the Plan Confirmation Order to effect a change in the terms and conditions of the following: transactions contemplated by the Agreement which would reasonably be expected to have a material adverse effect on Purchaser (aor Guarantor) assertor on the ability of Sellers and Purchaser (and Guarantor) to consummate the transactions contemplated hereby on or before the Termination Date; except that, join, support Sellers may seek to amend or prosecute modify any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing provision in the CasesDisclosure Statement, in whatever form, made the Plan or the Plan Confirmation Order in connection with an investigation against any of the Agents Acquisition Proposal or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred Stand-Alone Plan in accordance with the terms of the DIP Orders; orSection 8.10. (c) except as expressly provided Sellers, Purchaser and Guarantor shall each 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 assignment to and assumption by Purchaser of any Contract that is intended to be an Assumed Contracts in accordance with this Agreement, (ii) obtaining any consents required in connection therewith, and (iii) identifying any Contracts to allow Purchaser to furnish affidavits or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of other documents or information for filing with the Bankruptcy Court complying with for the terms purposes, among others, of providing necessary assurances of performance by Purchaser and Guarantor under Section 3.5(a) of this Agreement) or, with ). In the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make event that any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order 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 agreement providing for such Order), subject to Section 13.1, Sellers, Purchaser and Guarantor will each cooperate in taking such steps to diligently defend against such appeal, petition or motion and Sellers and Purchaser shall use their commercially reasonable efforts to obtain an Approved 363 Sale expedited resolution of any such appeal, petition or motion. Neither Purchaser nor Guarantor shall, without the prior written consent of Administrative AgentSellers, file, join in, or otherwise support in any manner whatsoever any motion or other pleading relating to the sale of the Purchased Assets. Nothing in this Section 8.7 shall be construed as altering the rights and obligations of Sellers under Section 8.10. (d) By Order entered on January 14, 2009, ASARCO’s exclusive periods to file a chapter 11 plan and to obtain acceptances of such chapter 11 plan were extended to March 17, 2009 and May 18, 2009, respectively. From time to time, ASARCO will timely file a motion(s) as required to extend (i) ASARCO’s exclusive period to file a chapter 11 plan and (ii) ASARCO’s exclusive period to obtain acceptances of such chapter 11 plan. Purchaser acknowledges that the Bankruptcy Court terminated exclusivity under Section 1121(d) of the Bankruptcy Code to allow ASARCO Incorporated and Americas Mining Corporation, ASARCO’s direct and indirect parent companies, to file a chapter 11 plan and thus ASARCO’s motion to extend its exclusive periods as provided in this paragraph does not apply to ASARCO Incorporated and Americas Mining Corporation.

Bankruptcy Matters. No Credit Party The Borrower shall, at all times consistent with its obligations under the Restructuring Support Agreement, use commercially reasonable efforts to cause each Bankruptcy Court order the Borrower, or any of its Subsidiaries, seeks in connection with the Case for the following matters to be reasonably acceptable to the Secured Parties in all material respects (including, without limitation and no Credit Party shall permit as a minimal step towards reasonableness, by the Borrower or any of its Subsidiaries to, without providing copies of such orders and all pleadings relating thereto to the Requisite Lenders’ Secured Parties at least three (3) business days prior written consent, do any to the filing thereof with the Bankruptcy Court (not inclusive of the following: filing date) or as soon thereafter as reasonably practicable): (ai) assertthe treatment of this Agreement and the Parent Guarantee, join, support or prosecute including under the Lending Orders; (ii) any claim or cause disclosure statement relating to any plan of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies reorganization filed by the Agents or Borrower under the Lenders Bankruptcy Code with respect to the Collateral following the occurrence of an Event of DefaultCase, and all related schedules, supplements and exhibits; provided, that any Credit Party may contest or dispute whether disclosure statement related to an Event Acceptable Plan of Default has occurred Reorganization, shall be deemed “reasonably acceptable” to the Secured Parties in all respects in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (includingthis Section 5.08, without limitationalong with all related schedules, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice supplements and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretionexhibits; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising plan of any kind or nature whatsoever, including any administrative expenses of the kind specified in reorganization under the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior Code with respect to the DIP Superpriority Claim Case, and all related schedules, supplements and exhibits; provided, that any Acceptable Plan of Reorganization shall be deemed “reasonably acceptable” to the Secured Parties in respect of the Obligations and Prepetition Obligationsall respects in accordance with this Section 5.08; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor proposed material asset sale of the Administrative Agent in respect Borrower or any of its Subsidiaries, taken as a whole; (v) any payment of a prepetition claim under the Case; and (vi) any other event or condition that could reasonably be expected to have an adverse effect on the rights, interests or remedies of the Obligations Issuing Bank or the Lender (subject to the Senior Liens (in their capacities as defined in the Interim Order) and the Lien Priority Chartsuch); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agent.

Bankruptcy Matters. No Credit Party shallIn consideration of Landlord's agreement to shorten the term of the Lease pursuant to Paragraph 1 above, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any opportunities Tenant will have due to such reduction in the term of the following: Lease to resolve its financial difficulties, and because this Amendment is intended to be an alternative to the commencement of a case under the Bankruptcy Code by or with respect to Tenant, in order that Landlord may receive the benefits for which it has negotiated, Tenant agrees that if such a case is commenced by or against it, Tenant will not assert or request any other party to assert that the automatic stay (the "Automatic Stay") provided by Section 362(a) of the Bankruptcy Code shall operate or be interpreted to stay, modify, preempt, condition, reduce, or limit the ability of Landlord to (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders void a previously sent Substitution Notice or the payment from proceeds of the Loans of professional fees related thereto; Early Termination Notice in accordance with Paragraph 7.b. above or (b) subject exercise the Substitution Right or the Early Termination Right pursuant to Paragraphs 5 and 6 above, respectively. Specifically, without limiting the terms generality of the DIP Orders and subject to Section 8 hereofforegoing, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms event of the DIP Orders; or (c) except as expressly provided or permitted hereunder (includingcommencement of any such case, without limitationTenant agrees that sufficient cause exists for the bankruptcy court having jurisdiction over such case to grant Landlord relief from the Automatic Stay for the purposes specified in the preceding sentence. Tenant irrevocably consents and waives any right to object, and Landlord shall be entitled, to an order granting relief from the extent authorized pursuant to Automatic Stay and any order and all other stays, and equitable relief under Section 105 of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105any other applicable law or equity, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior so as to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior permit Landlord to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentexercise such specified rights.

Bankruptcy Matters. No Credit Party shallIf the Chapter 11 Cases have commenced, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the followingthen: (aA) assert(x) on or before the forty-fifth (45th) day after the Petition Date, jointhe Bankruptcy Court shall have entered, support or prosecute any claim or cause of action against any upon the Approval Motion, on such prior notice as may be reasonably satisfactory to the Administrative Agent, a final order, in substantially the form of the LendersInterim Approval Order with only such modifications as are satisfactory in form and substance to the Administrative Agent in its sole discretion, unless such claim or cause of action is in connection with that, among other things, on a final basis (i) approves, and authorizes the enforcement of Debtors to perform obligations under the Credit Documents against any of solely to the Agents or Lenders; provided that nothing contained in this clause 6.20 extent such obligations arise prior to the Funding Date and to assume the Engagement Letter and Fee Letter and perform all obligations thereunder, (aii) shall prohibit approves and authorizes the incurrence and payment by the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Casesrelated fees, in whatever forminterest, made indemnities and expenses in connection with an investigation against any of therewith, and (iii) grants the Agents or Lenders or Arranger, the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders Administrative Agent and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders (x) superpriority administrative claims with respect to the Collateral following Obligations arising prior to the Funding Date, and (y) other customary benefits and protections for a financing of this type (the “Final Approval Order”); (B) the Final Approval Order shall be in full force and effect and shall not have been stayed, reversed or vacated, or, without the prior written consent of the Administrative Agent and the Requisite Lenders, otherwise amended or modified in any manner that is materially adverse to the rights or interests of any or all of the Arranger, Administrative Agent and Lenders (as determined in good faith by the Administrative Agent); and (C) the Bankruptcy Court shall not have entered any order (including any order approving any debtor-in-possession financing or cash collateral arrangement) that conflicts with or is inconsistent with any of the provisions of the Final Approval Order in any material respect; and (1) the Bankruptcy Court shall have entered a final order in form and substance reasonably satisfactory to the Administrative Agent (the “Confirmation Order”) confirming the Plan of Reorganization for the Credit Parties that are debtors in the Chapter 11 Cases; (2) the Confirmation Order shall approve the funding hereunder and all other transactions contemplated hereby, shall be in full force and effect, shall not have been stayed by the Bankruptcy Court or by any other court having jurisdiction to issue any such stay, and the time to appeal the Confirmation Order to seek review, rehearing or certiorari with respect to the Confirmation Order shall have expired, and shall not have been stayed, reversed or vacated, or otherwise amended or modified in any manner that is materially adverse to the rights or interests of any or all of the Administrative Agent and Lenders (as determined in good faith by the Administrative Agent) unless the Administrative Agent and Requisite Lenders have so consented in writing; (3) all documents and agreements relating to the Plan of Reorganization or the consummation thereof (collectively, the “Plan Documents”) shall be in form and substance consistent with this Agreement and the Restructuring Support Agreement and otherwise reasonably satisfactory to the Administrative Agent, and no provision of the Plan of Reorganization or any Plan Document shall have been waived, amended, supplemented or otherwise modified in any respect that is materially adverse to the rights and interest of any or all of the Administrative Agent and the Lenders (as determined in good faith by the Administrative Agent); (4) all conditions precedent to the effectiveness of the Plan of Reorganization (other than (i) the occurrence of an Event the Plan Effective Date and any other conditions that are to be satisfied simultaneously with the occurrence of Default; provided, the Plan Effective Date and (ii) any other conditions precedent that any Credit Party may contest or dispute whether an Event of Default has occurred are waived in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to Plan of Reorganization and do not materially adversely affect the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice rights and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry interest of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor all of the Administrative Agent and the Lenders (as determined in respect good faith by the Administrative Agent)) shall have been satisfied, and the Plan of Reorganization shall have, or contemporaneously with the funding of the Obligations Term Loans the Plan of Reorganization shall, become effective, and all transactions contemplated by the Plan of Reorganization to be consummated on the Plan Effective Date of the Plan of Reorganization (subject to other than any transactions that do not materially adversely affect the Senior Liens rights and interest of any or all of the Administrative Agent and the Lenders (as defined determined in good faith by the Interim OrderAdministrative Agent)) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) shall have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentsubstantially consummated.

Bankruptcy Matters. No Credit Party shallAny of the following shall have occurred in the Chapter 11 Cases: (i) the DIP Order (A) at any time ceases to be in full force and effect or (B) shall be vacated, reversed, stayed, amended, supplemented or modified without the prior written consent of the Administrative Agent and no Credit Party shall permit the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors and counsel to the Administrative Agent); (ii) the entry of an order of the Bankruptcy Court in any of its Subsidiaries the Chapter 11 Cases finding that the Debtors have breached or failed to satisfy any requirement under the DIP Order or the Credit Documents; (iii) except with the prior written consent of the Administrative Agent and the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors and counsel to the Administrative Agent), the entry of an order in any of Chapter 11 Cases (A) staying, reversing, amending, supplementing, vacating or otherwise modifying any of the Credit Documents, or (B) impairing or modifying any of the liens, security interests, claims, rights, remedies, privileges, benefits or protections granted under the Credit Documents or under the DIP Order to the Secured Parties; (iv) the dismissal of any of the Chapter 11 Cases or conversion of any Chapter 11 Case to a Chapter 7 case or any Debtor shall have filed (or failed to object to) a motion or other pleading seeking such dismissal without the prior written consent of the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors); (v) the appointment or election of a Chapter 11 trustee, a responsible officer or an examiner (other than a fee examiner) under section 1104 of the Bankruptcy Code with enlarged powers (beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code) relating to the operation of the business of any Debtor in the Chapter 11 Cases; (vi) the entry of an order in any of the Chapter 11 Cases authorizing the Debtors (A) to obtain additional financing under section 364(c) or (d) of the Bankruptcy Code that does not provide for the repayment in full, in cash, of all Obligations under the Credit Documents or (B) to grant any Lien, other than Liens expressly permitted under this Agreement and the DIP Order, upon or affecting any Collateral; (vii) (A) the consensual use of prepetition cash collateral by any of the Debtors is terminated or modified or (B) the entry of an order in any of the Chapter 11 Cases terminating or modifying the use of cash collateral other than as provided in this Agreement and the DIP Order, without the Requisite Lenders’ prior written consent, do any consent of the following: Administrative Agent and the Required Lenders (a) assertwhich, joinfor the avoidance of doubt, support or prosecute any claim or cause of action against any can be communicated via e-mail, including e-mail of the Lenders, unless such claim or cause of action is in connection with Lender Advisors and counsel to the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoAdministrative Agent); (bviii) subject to the terms DIP Order and the Carve-Out, and except as expressly permitted hereunder, the entry of an order in any of the DIP Orders and subject Chapter 11 Cases granting any claim against any Debtor entitled to Section 8 hereof, object to, contest, delay, prevent or interfere with superpriority administrative expense status in any material manner of the exercise Chapter 11 Cases pursuant to section 364(c)(2) of rights and remedies by the Agents Bankruptcy Code that is pari passu with or the Lenders with respect senior to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms claims of the DIP Orders; orSecured Parties or any 507(b) claim, without the prior written consent of the Administrative Agent and the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors and counsel to the Administrative Agent); (cix) except as expressly provided in the DIP Order or permitted hereunder any other order of the Bankruptcy Court, the making of any adequate protection payment or the granting of any adequate protection (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry granting of any order that could adversely affect Administrative Agent’s liens Liens on the Collateral Collateral, superpriority claims, the right to receive cash payments or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1otherwise), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of the Administrative Agent and the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors and counsel to the Administrative Agent.); (x) the Debtors’ “exclusive period” under section 1121 of the Bankruptcy Code for the filing and/or solicitation of a chapter 11 plan is terminated for any reason; (xi) the payment of any prepetition debt or other prepetition claim other than (A) as provided in any of the orders (in form and substance acceptable to the Required Lenders) approving the “first day” motions filed in the Chapter 11 Cases, (B) to the extent such payment is expressly permitted pursuant to this Agreement or otherwise expressly provided in the Approved Budget (including any Permitted Variances), (C) pursuant to an order (in form and substance acceptable to the Required Lenders) of the Bankruptcy Court, or (D) with the prior written consent of the Administrative Agent and the Required Lenders (which, for the avoidance of doubt, can be communicated via e-mail, including e-mail of the Lender Advisors and counsel to the Administrative Agent); (xii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Credit Parties having an aggregate fair market value in excess of $300,000 and such order materially and adversely affects the Credit Parties’ ability to operate their business in the ordinary course or to consummate the Restructuring (as defined in the Restructuring Support Agreement); (xiii) [reserved];

Bankruptcy Matters. No Credit Party shall, Parent and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any Borrower will and will cause each of the followingother Loan Parties to: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: all proposed (i) any modification“first day” orders, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not“second day” orders, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for orders related to or affecting the Term Loans and other Obligations, the Pre-Petition Loan Obligations and the Loan Documents, the Intermediation Facility, the Hedge Facility, the use of Cash Collateral, any administrative expense sale or unsecured claim other disposition of Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses iv) orders concerning the financial condition of the kind specified in Borrower or any of its Subsidiaries or other Indebtedness of the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1)Loan Parties or seeking relief under section 363, 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy CodeCode or section 9019 of the Federal Rules of Bankruptcy Procedure, (v) equal orders authorizing additional payments to critical vendors (outside of the relief approved in the “first day” and “second day” orders) and (vi) orders establishing procedures for administration of the Bankruptcy Cases or superior approving significant transactions submitted to the DIP Superpriority Claim Bankruptcy Court, in each case, proposed by the Debtors to be in accordance with and permitted by the terms of this Agreement to be Approved Bankruptcy Court Orders (and with respect to any provision that affects the rights or duties of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any CollateralAgent, having a priority equal or superior acceptable to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Charttheir reasonable discretion); (eb) comply in all material respects with each order entered by the Bankruptcy Court in connection with the Bankruptcy Cases; (c) comply in a timely manner with their obligations and responsibilities as debtors- in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim DIP Order and the Final DIP Order, as applicable, and any other order of the Bankruptcy Court; and (d) deliver to counsel to the Required Lenders and to counsel to the Agent (to the extent practicable) (x) promptly as soon as available but no later than two (2) Business Days prior to filing, copies of all (i) First Day Pleadings and all orders sought pursuant thereto; (ii) Bidding Procedures Motion; (iii) Sale Order; (iv) the Plan of Reorganization; (v) the Plan Supplement; (vi) the Disclosure Statement; (vii) the Disclosure Statement Order; (viii) the Solicitation Materials; (x) the DIP Orders; and (x) the Confirmation Order, and (xi) all other material filings to be filed by or on behalf of the Loan Parties with the Bankruptcy Court in the Bankruptcy Cases, or distributed by or on behalf of the Loan Parties to any official or unofficial committee appointed or appearing in the Bankruptcy Cases or any other party in interest, and shall consult in good faith with the Required Lenders’ advisors regarding the form and substance of any such document and (y) use commercially reasonable efforts to provide to counsel to the Required Lenders and to counsel to the Agent drafts of all pleadings that the Company Parties or any of its Affiliates intend to file with the Bankruptcy Court at least two days prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agentsuch party files such pleading.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: all proposed (i) any modification“first day” and “second day” (if applicable) orders on a final basis, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry orders (other than the Order) related to or affecting the Loans and other Obligations and the Loan Documents, any other financing or use of cash collateral, any order that could adversely affect Administrative Agent’s liens on sale or other disposition of Collateral outside the Collateral or its recovery in the Case that is notordinary course, in form and substancecash management, satisfactory to Administrative Agent in its Permitted Discretion; adequate protection, any Plan of Reorganization and/or any disclosure statement related thereto, (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses orders concerning the financial condition of the kind specified in Borrowers or any of their respective Restricted Subsidiaries or other Indebtedness of the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1)Loan Parties or seeking relief under section 363, 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal Code or superior to the DIP Superpriority Claim section 9019 of the Secured Parties in respect Federal Rules of the Obligations Bankruptcy Procedure, and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal orders establishing procedures for administration of the Cases or superior approving significant transactions submitted to the Lien Court, in favor each case, proposed by the Loan Parties to be in accordance with and permitted by the terms of this Agreement and reasonably acceptable to the Required Lenders in their reasonable discretion in all respects, it being understood and agreed that the forms of orders approved by the Required Lenders (and with respect to any provision that affects the rights, obligations, liabilities or duties of the Administrative Agent Agent) prior to the Petition Date are in respect accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects; (b) comply in a timely manner with their obligations and responsibilities as debtors in possession under the Order; and (c) except as otherwise permitted by an Acceptable Plan or this Agreement, provide prior written notice as soon as reasonably practicable to the Required Lenders prior to any assumption or rejection of any Loan Party’s or any Subsidiary’s material contracts or material non-residential real property leases pursuant to Section 365 of the Obligations Bankruptcy Code. (subject d) deliver to the Senior Liens (as defined Administrative Agent all documents required to be delivered to creditors under the RSA, any applicable restructuring support agreement or any case stipulation; provided that the Borrower shall not be required to deliver any such documents provided by any party in interest to the Interim Order) and extent that any such document is filed under seal; provided, further, that such documents that are filed under seal, to the Lien Priority Chart);extent permitted by applicable law, shall be provided to the advisors to the Administrative Agent on a professional eyes’ only basis. (e) prior to the date on which the Obligations (and prior to entry comply with each of the Final Order, Required Milestones contained on Schedule 5.11 upon the Prepetition Obligations) have been indefeasibly paid in full in cash terms and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 at the times provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agenttherein.

Bankruptcy Matters. No Credit Party shallThe Company shall file the Bankruptcy Case with the Bankruptcy Court on or before the date that is five (5) days after the date of this Agreement. On or before the date that is five (5) days after the Petition Date, the Company shall file with the Bankruptcy Court applications for, and no Credit Party shall permit any of use its Subsidiaries tobest efforts to obtain the following orders, without in form and substance acceptable to the Requisite Lenders’ prior written consent, do any of the followingPurchaser in its sole discretion: (a) assertBidding Procedures Order. An order (the “Bidding Procedures Order”) that, joinamong other things: (i) fixes the time, support or prosecute any claim or cause of action against any date and location of the Lenders, unless such claim or cause of action is in connection with hearing to approve the enforcement consummation of the Credit Documents against any of transactions contemplated by this Agreement (the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto“Sale Hearing”); (bii) subject establishes that the Sale Hearing shall not be later than 50 days after the Petition Date; (iii) fixes the time and date of an auction, to be held not more than three (3) Business Days prior to the Sale Hearing at the offices of Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx P.C., located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other location as the Bankruptcy Court may direct, for consideration of Qualified Bids (as hereinafter defined) and the selection of one Qualified Bid as the highest or otherwise best bid (the “Auction”); (iv) approves the Break-Up Fee set forth in Section 7.05; (v) provides that the Company shall not entertain or accept any bid (which may consist of a bid made by two or more parties in an organized group) unless such bid is: (A) filed with the Bankruptcy Court with a copy received by the Purchaser at least three (3) Business Days prior to the date scheduled for the commencement of the Auction; (B) accompanied by a cash deposit at least equal to $250,000 and by a duly executed asset acquisition agreement that is substantially similar to this Agreement and marked to reflect variations thereto, provided that the proposed purchase price shall be an amount in cash of at least the sum of (i) the amount of Indebtedness outstanding under the DIP Facility as of the date of the Auction together with any interest and other costs and expenses of the Company thereunder, plus (ii) the amount of the Break-Up Fee, plus (iii) $50,000 (collectively, the “Minimum Overbid”); without limiting the generality of the foregoing, such bid shall be for substantially all of the Assets and the Assumed Liabilities and shall not include any due diligence or financing contingency; (C) made by a bidder (which may consist of two or more parties in an organized group) that demonstrates that it is financially able to consummate the transaction contemplated by such bid; (D) made by a bidder (which may consist of two or more parties in an organized group) that agrees that if its bid is chosen as the highest or otherwise best bid at the Auction that it shall immediately (i) repay the Purchaser, by certified check drawn on a domestic bank or wire transfer of immediately available funds, the full amount of any Obligations (as that term is defined in the DIP Facility) owed to the Purchaser under the DIP Facility and (ii) assume all of the rights and obligations of the Purchaser under the DIP Facility (and the Company shall simultaneously grant a full release to the Purchaser with respect to the DIP Facility); (E) made by a bidder (which may consist of two or more parties in an organized group) that accepts and agrees to enter into the Sublease Agreement, the Services Agreement and the License Agreement, including the service fees and the credit against such fees contained in the Services Agreement on terms substantially similar to the terms of the DIP Orders Sublease Agreement, the Services Agreement and the License Agreement, respectively; and (F) expressly made subject to Section 8 hereofthe Company’s obligations to pay the Break-Up Fee pursuant to the terms of this Agreement, object to(a bid which meets the foregoing requirements is referred to herein as a “Qualified Bid”); (vi) provides that if the Company receives a Qualified Bid, contestit will conduct the Auction not more than three (3) Business Days prior to the date of the Sale Hearing and such Auction shall be conducted as follows: (A) all bids shall be made and received in one room, delayon an open basis, prevent or interfere and all other bidders shall be entitled to be present for all bidding with in any the understanding that the true identity of each bidder shall be fully disclosed to all other bidders and that all material manner terms of each bid will be fully disclosed to all other bidders throughout the exercise of rights and remedies entire Auction; (B) the opening bid at the Auction shall not be less than the Minimum Overbid; (C) all offers subsequent to the opening bid at the Auction must exceed the prior offer by the Agents or the Lenders not less than $50,000; (D) with respect to any such further overbid submitted by the Collateral following Purchaser, the occurrence consideration offered by the Purchaser shall be deemed to include the full amount of an Event the Break-Up Fee potentially payable to the Purchaser; (E) bidding at the Auction will continue until such time as the highest or best offer is determined; and (F) upon conclusion of Default; providedthe Auction, the Company shall determine (after consultation with the creditors’ committee appointed in the Company’s Bankruptcy Case) the highest or otherwise best bid, and submit such bid for approval by the Bankruptcy Court; (vii) provides that if the Company does not receive any Credit Party Qualified Bids, the Company will report the same to the Bankruptcy Court and will proceed with the Sale Hearing and no Auction shall be held; (viii) provides that if the Company shall receive a Qualified Bid from a person other than the Purchaser that is determined to be the highest or best offer in accordance with Section 6.07(a)(vi) hereof (a “Competing Bid”) and if the Company accepts such Competing Bid, the Purchaser may contest or dispute whether an Event of Default has occurred terminate this Agreement in accordance with the terms of the DIP Ordershereof; orand (cix) except as expressly provided or permitted hereunder (includinggrants the Purchaser a super-priority administrative expense claim for the Break-Up Fee, without limitation, subject to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) orand conditions, with the prior consent of the Requisite Lendersif any, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and set forth in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer Facility. The Company shall use its best efforts to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, in form and substance, satisfactory to Administrative Agent in its Permitted Discretion; (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon obtain entry of the Final Order), 507, 546, 726, 1113 or 1114 of Bidding Procedures Order by a date that is no later than twenty five (25) days after the Bankruptcy Code) equal or superior to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (e) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative AgentPetition Date.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute If any claim or cause Loan Party makes any payment on account of action against any Indebtedness existing as of the LendersPetition Date, unless such claim except for any payments expressly authorized by the DIP Order and this Agreement or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; payments provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing for in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoDIP Budget; (b) subject to the terms of If the DIP Orders are not entered by the dates required under Section 5.23 (or such other period as Agent and subject Required Lenders may agree to Section 8 hereofin writing); or any DIP Order is stayed, object torevised, contestrevoked, delayremanded, prevent rescinded, amended, reversed, vacated, or interfere with modified in any material manner not acceptable to the exercise of rights Agent and remedies by the Agents or the Lenders Required Lenders; (c) If an order with respect to the Chapter 11 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 under Section 1106(b) of the Bankruptcy Code or (ii) terminating or reducing the period pursuant to section 1121 of the Bankruptcy Code during which any Loan Party has the exclusive right to file and solicit acceptances for their Reorganization Plan; (d) Subject to the entry of the Final Order, if any Person other than a Loan Party in connection with the Agreement shall assert any claim in the Chapter 11 Cases arising under Section 506(c) of the Bankruptcy Code against Agent, any Lender or the Collateral, and either (i) the same shall remain unopposed by the Borrower for more than 5 Business Days, or (ii) in any event, any such claim shall not be disallowed, dismissed or withdrawn, with prejudice, within 60 days after the assertion thereof; or if Agent, Lenders or the Collateral following are surcharged pursuant to Sections 105, 506(c), 552 or any other section of the occurrence Bankruptcy Code; (e) If any order is entered by the Bankruptcy Court sustaining any objection or challenge of any kind or nature to the validity, priority, or amount of the liens in favor of or claims held by, or an Event action to recharacterize or subordinate the Senior Note Collateral Agent, the Senior Noteholders, Agent or Lenders; (f) If any Loan Party or any of Defaultits Subsidiaries shall attempt to invalidate, reduce or otherwise impair the Liens or security interests of Agent or Lenders created by any Loan Document or the DIP Order; (g) If an order with respect to the Chapter 11 Cases shall be entered by the Bankruptcy Court converting the Chapter 11 Cases (or any case comprising part of any of the Chapter 11 Cases) to a case under chapter 7 of the Bankruptcy Code; (h) If any Reorganization Plan is filed that, or an order shall be entered by the Bankruptcy Court confirming a Reorganization Plan in the Chapter 11 Case which, does not (i) require that the Obligations under this Agreement, the Prepetition Revolving Loan Documents and DIP Revolving Loan Documents be paid in full in cash, including provision for termination of this Agreement in accordance with the provisions of this Agreement, the cash collateralization of all contingent obligations hereunder and the indefeasible payment in full of all Obligations under this Agreement, the Prepetition Revolving Loan Documents and DIP Revolving Loan Documents are otherwise paid in full on or before the effective date of such Reorganization Plan; provided, that the foregoing shall not affect the right of the Agent or each Lender, if any, to object to any Credit Party may contest Reorganization Plan and (ii) provide for the continuation of the Liens and security interests granted to Agent and priorities until such effective date of the Reorganization Plan and all Obligations are paid in full; (i) If an order shall be entered by the Bankruptcy Court dismissing the Chapter 11 Cases which does not contain a provision for (x) termination of this Agreement and (y) the obligations under Senior Notes and the Obligations under this Agreement are not paid in full on or dispute whether before such dismissal; (j) If an Event order with respect to the Chapter 11 Cases shall be entered, (i) without the express prior written consent of Default has occurred Agent and the Required Lenders, to revoke, vacate, reverse, stay, modify, supplement or amend this Agreement and the transactions contemplated hereby, any Loan Document or the DIP Order or (ii) if Borrower or its Subsidiaries breaches or fails to perform in accordance with the terms of the DIP Orders; orOrder; (ck) except as expressly provided If the Bankruptcy Court shall enter an order or permitted hereunder (including, without limitation, to orders granting relief from the extent authorized pursuant to any order automatic stay applicable under section 362 of the Bankruptcy Court complying Code (i) to the holder or holders of any security interest to proceed against, including foreclosure (or the granting of a deed in lieu of foreclosure or the like) on, any assets of any of the Debtors that have a value in excess of $100,000 in the aggregate or (ii) to state or local environmental or regulatory agency or authority to proceed against, including foreclose (or the granting of a deed in lieu of foreclosure or the like) on, any assets of any of the Loan Parties that have a value in excess of $100,000; (l) If a motion shall be filed seeking authority, or an order shall be entered in the Chapter 11 Cases, that (a) permits Borrower or any Loan Party to incur Indebtedness in contravention of the DIP Orders or this Agreement, or (b) permits Borrower or any Loan Party the right to use cash Collateral other than in accordance with the terms of the DIP Order; (m) Subject to the DIP Intercreditor Agreement, if proceeds of any sale of Collateral of the Loan Parties are not directly remitted to Agent at the closing thereof; and if any sale of all or substantially all of the Collateral does not provide sufficient net cash proceeds to cause the Obligations to be not paid in full in accordance with the terms of this AgreementAgreement from such proceeds; (n) or, with If any motions to sell Collateral or approve procedures regarding the prior same or any plan or disclosure statement or supplements or amendments thereto (other than motions to sell or swap Collateral that do not require the consent of Agent or the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (dRequired Lenders hereunder) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, are not in form and substancesubstance reasonably acceptable to Agent and the Required Lenders, or any orders approving or amending any of the foregoing are not in form and substance reasonably acceptable to Agent and the Required Lenders; (o) If the Chief Restructuring Officer is terminated or disqualified for any reason or is in material breach of his obligations and scope of engagement; provided an event of default shall not occur if upon such termination or disqualification, such chief restructuring officer is replaced by a person satisfactory to Administrative the Agent and the Required Lenders in its Permitted Discretion; accordance with Section 5.13; (iiip) a priority claim If Xxxxxxx & Marsal is terminated or disqualified for any administrative expense reason as the Debtors’ Financial Advisor or unsecured claim unless otherwise agreed to by the Required Lenders in writing, the scope of such Debtors’ Financial Advisor’s engagement is reduced from the scope of engagement of such Debtors’ Financial Advisor on the Closing Date; provided an event of default shall not occur if upon such termination or disqualification, Xxxxxxx & Marsal is replaced promptly (now existing and no later than fifteen (15) Business Days after such termination or hereafter arising of such other disqualification by a financial advisor satisfactory to the Agent and Required Lenders; (q) [reserved]; (r) If any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior Loan Party's right to use cash Collateral is terminated pursuant to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (es) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and[reserved]; or (ft) amend, modify or supplement any final order of the Bankruptcy Court relating to default shall be made by Borrower or any agreement providing Guarantor in the due observance or performance of any term, condition or obligation contained in the DIP Orders beyond any grace period for an Approved 363 Sale without the prior written consent of Administrative Agentsuch specific default set forth therein or herein.

Bankruptcy Matters. No Credit Party The Loan Parties shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute any claim or cause of action against any of the Lenders, unless such claim or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related thereto; (b) subject to the terms of the DIP Orders and subject to Section 8 hereof, object to, contest, delay, prevent or interfere with in any material manner the exercise of rights and remedies by the Agents or the Lenders with respect to the Collateral following the occurrence of an Event of Default; provided, that any Credit Party may contest or dispute whether an Event of Default has occurred in accordance with the terms of the DIP Orders; or (c) except as expressly provided or permitted hereunder (including, without limitation, to the extent authorized pursuant to any order of the Bankruptcy Court complying with the terms of this Agreement) or, with the prior consent of the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (d) directly or indirectly, seek, consent or suffer to exist: all proposed (i) any modification“first day” orders on a final basis, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry orders (other than the Final Order) related to or affecting the Loans and other Obligations and the Loan Documents, any other financing or use of cash collateral, any order that could adversely affect Administrative Agent’s liens on sale or other disposition of Collateral outside the Collateral or its recovery in the Case that is notordinary course, in form and substancecash management, satisfactory to Administrative Agent in its Permitted Discretion; adequate protection, any Plan of Reorganization and/or any disclosure statement related thereto, (iii) a priority claim for any administrative expense or unsecured claim (now existing or hereafter arising of any kind or nature whatsoever, including any administrative expenses orders concerning the financial condition of the kind specified in Borrowers or any of their respective Subsidiaries or other Indebtedness of the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1)Loan Parties or seeking relief under section 363, 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal Code or superior to the DIP Superpriority Claim section 9019 of the Secured Parties in respect Federal Rules of the Obligations Bankruptcy Procedure, and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal orders establishing procedures for administration of the Cases or superior approving significant transactions submitted to the Lien Court, in favor each case, proposed by the Loan Parties to be in accordance with and permitted by the terms of this Agreement and acceptable to the Administrative Agent in its reasonable discretion in all respects, it being understood and agreed that the forms of orders approved by the Administrative Agent (and with respect to any provision that affects the rights, obligations, liabilities or duties of the Obligations (subject Administrative Agent) prior to the Senior Liens Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects; (b) comply in a timely manner with their obligations and responsibilities as defined debtors -in -possession under the Final Order; (c) except as otherwise permitted by an Acceptable Plan or this Agreement, provide prior written notice as soon as reasonably practicable to the Required Lenders prior to any assumption or rejection of any Loan Party’s or any Subsidiary’s material contracts or material non-residential real property Leases pursuant to Section 365 of the Bankruptcy Code; (d) deliver to the Administrative Agent all documents required to be delivered to creditors under the RSA, any applicable restructuring support agreement or any case stipulation; provided that the Borrower shall not be required to deliver any such documents provided by any party in interest to the Interim Order) and extent that any such document is filed under seal; provided, further, that such documents that are filed under seal, to the Lien Priority Chart);extent permitted by applicable law, shall be provided to the advisors to the Administrative Agent on a professional eyes’ only basis. (e) prior to the date on which the Obligations (and prior to entry comply with each of the Final Order, Required Milestones contained on Schedule 5.19 upon the Prepetition Obligations) have been indefeasibly paid in full in cash terms and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 at the times provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and; or (f) amend, modify or supplement any final order of the Bankruptcy Court relating to or any agreement providing for an Approved 363 Sale without the prior written consent of Administrative Agenttherein.

Bankruptcy Matters. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, without the Requisite Lenders’ prior written consent, do any of the following: (a) assert, join, support or prosecute If any claim or cause Loan Party makes any payment on account of action against any Indebtedness existing as of the LendersPetition Date, unless such claim except for any payments expressly authorized by the DIP Order and this Agreement or cause of action is in connection with the enforcement of the Credit Documents against any of the Agents or Lenders; payments provided that nothing contained in this clause 6.20 (a) shall prohibit the Debtors from responding to or complying with discovery requests of any statutory committee appointed or appearing for in the Cases, in whatever form, made in connection with an investigation against any of the Agents or Lenders or the payment from proceeds of the Loans of professional fees related theretoDIP Budget; (b) subject to the terms of If the DIP Orders are not entered by the dates required under Section 5.23 (or such other period as Agent and subject Required Lenders may agree to Section 8 hereofin writing); or any DIP Order is stayed, object torevised, contestrevoked, delayremanded, prevent rescinded, amended, reversed, vacated, or interfere with modified in any material manner not acceptable to the exercise of rights Agent and remedies by the Agents or the Lenders Required Lenders; (c) If an order with respect to the Chapter 11 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 under Section 1106(b) of the Bankruptcy Code or (ii) terminating or reducing the period pursuant to section 1121 of the Bankruptcy Code during which any Loan Party has the exclusive right to file and solicit acceptances for their Reorganization Plan; (d) Subject to the entry of the Final Order, if any Person other than a Loan Party in connection with the Agreement shall assert any claim in the Chapter 11 Cases arising under Section 506(c) of the Bankruptcy Code against Agent, any Lender or the Collateral, and either (i) the same shall remain unopposed by the Borrower for more than 5 Business Days, or (ii) in any event, any such claim shall not be disallowed, dismissed or withdrawn, with prejudice, within 60 days after the assertion thereof; or if Agent, Lenders or the Collateral following are surcharged pursuant to Sections 105, 506(c), 552 or any other section of the occurrence Bankruptcy Code; (e) If any order is entered by the Bankruptcy Court sustaining any objection or challenge of any kind or nature to the validity, priority, or amount of the liens in favor of or claims held by, or an Event action to recharacterize or subordinate the Senior Note Collateral Agent, the Senior Noteholders, Agent or Lenders; (f) If any Loan Party or any of Defaultits Subsidiaries shall attempt to invalidate, reduce or otherwise impair the Liens or security interests of Agent or Lenders created by any Loan Document or the DIP Order; (g) If an order with respect to the Chapter 11 Cases shall be entered by the Bankruptcy Court converting the Chapter 11 Cases (or any case comprising part of any of the Chapter 11 Cases) to a case under chapter 7 of the Bankruptcy Code; (h) If any Reorganization Plan is filed that, or an order shall be entered by the Bankruptcy Court confirming a Reorganization Plan in the Chapter 11 Case which, does not (i) require that the Obligations under this Agreement, the Prepetition Revolving Loan Documents and DIP Revolving Loan Documents be paid in full in cash, including provision for termination of this Agreement in accordance with the provisions of this Agreement, the cash collateralization of all contingent obligations hereunder and the indefeasible payment in full of all Obligations under this Agreement, the Prepetition Revolving Loan Documents and DIP Revolving Loan Documents are otherwise paid in full on or before the effective date of such Reorganization Plan; provided, that the foregoing shall not affect the right of the Agent or each Lender, if any, to object to any Credit Party may contest Reorganization Plan and (ii) provide for the continuation of the Liens and security interests granted to Agent and priorities until such effective date of the Reorganization Plan and all Obligations are paid in full; (i) If an order shall be entered by the Bankruptcy Court dismissing the Chapter 11 Cases which does not contain a provision for (x) termination of this Agreement and (y) the obligations under Senior Notes and the Obligations under this Agreement are not paid in full on or dispute whether before such dismissal; (j) If an Event order with respect to the Chapter 11 Cases shall be entered, (i) without the express prior written consent of Default has occurred Agent and the Required Lenders, to revoke, vacate, reverse, stay, modify, supplement or amend this Agreement and the transactions contemplated hereby, any Loan Document or the DIP Order or (ii) if Borrower or its Subsidiaries breaches or fails to perform in accordance with the terms of the DIP Orders; orOrder; (ck) except as expressly provided If the Bankruptcy Court shall enter an order or permitted hereunder (including, without limitation, to orders granting relief from the extent authorized pursuant to any order automatic stay applicable under section 362 of the Bankruptcy Court complying Code (i) to the holder or holders of any security interest to proceed against, including foreclosure (or the granting of a deed in lieu of foreclosure or the like) on, any assets of any of the Debtors that have a value in excess of $100,000 in the aggregate or (ii) to state or local environmental or regulatory agency or authority to proceed against, including foreclose (or the granting of a deed in lieu of foreclosure or the like) on, any assets of any of the Loan Parties that have a value in excess of $100,000; (l) If a motion shall be filed seeking authority, or an order shall be entered in the Chapter 11 Cases, that (a) permits Borrower or any Loan Party to incur Indebtedness in contravention of the DIP Orders or this Agreement, or (b) permits Borrower or any Loan Party the right to use cash Collateral other than in accordance with the terms of the DIP Order; (m) Subject to the DIP Intercreditor Agreement, if proceeds of any sale of Collateral of the Loan Parties are not directly remitted to Agent at the closing thereof; and if any sale of all or substantially all of the Collateral does not provide sufficient net cash proceeds to cause the Obligations to be not paid in full in accordance with the terms of this AgreementAgreement from such proceeds; (n) or, with If any motions to sell Collateral or approve procedures regarding the prior same or any plan or disclosure statement or supplements or amendments thereto (other than motions to sell or swap Collateral that do not require the consent of Agent or the Requisite Lenders, as provided pursuant to an Approved Bankruptcy Court Order, make any payment or distribution to any Non-Debtor affiliate or insider unless such payment or distribution is on arm’s length terms, consistent with past practice and in the ordinary course of business for the applicable Credit Party or Subsidiary. (dRequired Lenders hereunder) directly or indirectly, seek, consent or suffer to exist: (i) any modification, stay, vacation or amendment to the Interim Order or Final Order, unless the Administration Agent has consented to such modification, stay, vacation or amendment in writing; (ii) entry of any order that could adversely affect Administrative Agent’s liens on the Collateral or its recovery in the Case that is not, are not in form and substancesubstance reasonably acceptable to Agent and the Required Lenders, or any orders approving or amending any of the foregoing are not in form and substance reasonably acceptable to Agent and the Required Lenders; (o) If the Chief Restructuring Officer is terminated or disqualified for any reason or is in material breach of his obligations and scope of engagement; provided an event of default shall not occur if upon such termination or disqualification, such chief restructuring officer is replaced by a person satisfactory to Administrative the Agent and the Required Lenders in its Permitted Discretion; accordance with Section 5.13; (iiip) a priority claim If Xxxxxxx & Marsal is terminated or disqualified for any administrative expense reason as the Debtors’ Financial Advisor or unsecured claim unless otherwise agreed to by the Required Lenders in writing, the scope of such Debtors’ Financial Advisor’s engagement is reduced from the scope of engagement of such Debtors’ Financial Advisor on the Closing Date; provided an event of default shall not occur if upon such termination or disqualification, Xxxxxxx & Marsal is replaced promptly (now existing and no later than fifteen (15) Business Days after such termination or hereafter arising of such other disqualification by a financial advisor satisfactory to the Agent and Required Lenders; (q) [reserved]; (r) If any kind or nature whatsoever, including any administrative expenses of the kind specified in the Bankruptcy Code, including without limitation Sections 105, 326, 328, 330, 331, 364(c)(1), 365, 503, 506(c) (upon entry of the Final Order), 507, 546, 726, 1113 or 1114 of the Bankruptcy Code) equal or superior Loan Party's right to use cash Collateral is terminated pursuant to the DIP Superpriority Claim of the Secured Parties in respect of the Obligations and Prepetition Obligations; or (iv) any Lien on any Collateral, having a priority equal or superior to the Lien in favor of the Administrative Agent in respect of the Obligations (subject to the Senior Liens (as defined in the Interim Order) and the Lien Priority Chart); (es) prior to the date on which the Obligations (and prior to entry of the Final Order, the Prepetition Obligations) have been indefeasibly paid in full in cash and Lenders’ commitment to make Revolving Credit Loans has been terminated, pay any administrative expense claims not 141 provided for in the Approved Budget; provided however that a Debtor may pay administrative expense claims with respect to any Obligations (and prior to entry of the Final Order, the Prepetition Obligations) due and payable hereunder or under the Interim Order or Final Order and[reserved]; or (ft) amend, modify or supplement any final order of the Bankruptcy Court relating to default shall be made by Borrower or any agreement providing Guarantor in the due observance or performance of any term, condition or obligation contained in the DIP Orders beyond any grace period for an Approved 363 Sale without the prior written consent of Administrative Agentsuch specific default set forth therein or herein.