Bankruptcy Related Matters. (a) Cause all proposed (i) orders related to or affecting the Obligations and/or the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) 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, to be in accordance with the terms of this Agreement, to the extent applicable. (b) Comply in all respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases. (c) Deliver to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document. (d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest). (e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Loan and Security Agreement (Core Scientific, Inc./Tx), Loan and Security Agreement (Core Scientific, Inc./Tx)
Bankruptcy Related Matters. (a) Cause all proposed The Borrower shall and shall cause each of the Subsidiaries to:
(i) orders related to or affecting comply with the Obligations and/or the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, Orders;
(ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) 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, to be in accordance with the terms of this Agreement, to the extent applicable.
(b) Comply comply in all material respects with each chapter 11 order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.Cases (other than the Orders);
(ciii) Deliver provide the Administrative Agent and the Lenders with reasonable access during normal business hours to Responsible Officers upon prior written notice regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions;
(iv) deliver to counsel to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, Lenders copies of all proposed material pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors any Credit Party with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Partiesas soon as reasonably practicable shall be delivered as soon as reasonably practicable prior to filing), and shall consult in good faith with counsel to the Administrative Agent and the Required Lenders regarding the form and substance of any such document.;
(dv) If not otherwise provided through cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Loans, the Loan Documents and the documentation governing the Pre-Petition Notes, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course, cash management, adequate protection, any plan of reorganization and/or any disclosure statement related thereto, (iv) orders concerning the financial condition of the Borrower or any of its subsidiaries or other Indebtedness of any Credit Party or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Court’s electronic docketing systemCode or section 9019 of the Federal Rules of Bankruptcy Procedure, deliver (v) orders authorizing additional payments to critical vendors, (vi) orders establishing procedures for administration of the Cases or approving significant transactions submitted to the Administrative Agent Bankruptcy Court and to (vi) orders approving the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s Debtors’ material contracts or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section section 365 of the Bankruptcy Code, in each case, proposed by the Debtors to be in accordance with and procure that no such contract or lease, as applicable, shall be assumed or rejected if permitted by the terms of this Agreement and acceptable to the Required Lenders;
(vi) promptly upon the Administrative Agent Agent’s written request (acting at the direction of the Required Lenders), provide the Administrative Agent and the Lenders with copies of any informational packages provided to potential bidders, draft agency agreements, purchase agreements, status reports, and updated information related to the sale of its assets or any other transaction and copies of any such bids and any updates, modifications or supplements to such information and materials; provided that any Lender that is a potential bidder shall not receive information and materials relating to bids by other parties;
(vii) informs Xxxxxxxx provide the Administrative Agent and the Lenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in writing, within each case subject to customary confidentiality restrictions; provided that any Lender that is a potential bidder shall not receive such information and materials; and
(viii) no later than one (1) Business Day calendar day before publication, provide counsel to the Lenders with advance copies of receipt any press release in which a Lender is mentioned or describing or mentioning the Acceptable Plan of Reorganization or the Acceptable Sale Transaction.
(b) The Borrower shall not and shall cause each of the notice from Borrower referenced aboveSubsidiaries not to:
(i) assert or prosecute any claim or cause of action against any of the Secured Parties (in their capacities as such), that it objects unless such claim or cause of action is in connection with the enforcement of the Loan Documents against the Administrative Agent or the Lenders;
(ii) subject to such assumption the terms of the Interim Order or rejectionthe Final Order, as applicable, object to, contest, delay, prevent or needs additional time interfere with in any material manner the exercise of rights and remedies by the Administrative Agent, the Collateral Agent or the Lenders with respect to the Collateral following the occurrence of an Event of Default (provided that any Loan Party may contest or dispute whether an Event of Default has occurred); or
(iii) make any payment or distribution on account of any Indebtedness or obligation arising prior to the decisionPetition Date except as expressly provided or permitted hereunder (including to the extent pursuant to any “first day” or “second day” orders complying with the terms of this Agreement) or as provided pursuant to any other order of the Bankruptcy Court acceptable to the Required Lenders as to the amount of such payment or distribution.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Virgin Orbit Holdings, Inc.), Term Loan Credit Agreement (Virgin Orbit Holdings, Inc.)
Bankruptcy Related Matters. Such Loan Party shall, and shall cause each of its Subsidiaries to:
(a) Cause all proposed (i) First Day Orders, (ii) Second Day Orders, (iii) orders related to or affecting the Obligations and/or the Loan Facility Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateralcash collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (iiiv) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iiiv) orders concerning the financial condition of the Debtors, or other Debt Indebtedness of the Debtors and (ivvi) 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, to be in accordance with the terms of this Agreement, to the extent applicable.
(b) Comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.
(c) Deliver to the Administrative Agent and the LendersLender Professionals not less than two (2) Business Days (or, if and solely to the extent practicable (absent that, as a result of exigent circumstances), not less than one (1) Business Day’s there is a need to file on an expedited basis, prior to any such filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents (other than retention applications, emergency motions, and ministerial motions) to be filed by or on behalf of the Obligors Loan Parties with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, or distributed by or on behalf of the Loan Parties to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest), and shall consult in good faith with the Administrative Agent Lender Professionals and the Required Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the Administrative Agent and to the Lenders promptlyLender Professionals promptly as soon as available, copies of all final filed pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors Loan Parties to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide written notice to the Administrative Agent Lenders (via the Agent) and the Lenders Lender Professionals not less than two five (25) Business DaysDays (or such shorter period as may be consented to in writing by the Required Lenders or by the Agent, acting at the Required Lenders’ direction) prior written notice, where practicable, of to any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases contracts pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, lease shall be assumed or rejected if the Administrative Agent informs the Borrower in writing within three (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (13) Business Day Days of receipt of the notice from the Borrower referenced above, above that it objects to such assumption or rejection, as applicable, .
(f) Deliver to the Agent and the Lenders at least two (2) calendar days prior to the filing with the Bankruptcy Court drafts of any proposed orders and pleadings and any asset purchase agreement or needs additional time to make the decisionsimilar agreement in connection with any Sale Transaction.
Appears in 2 contracts
Samples: Multi Draw Senior Secured Super Priority Priming Debtor in Possession Credit Agreement and Guaranty (Sientra, Inc.), Multi Draw Senior Secured Super Priority Priming Debtor in Possession Credit Agreement and Guaranty (Sientra, Inc.)
Bankruptcy Related Matters. The Borrower will and will cause each of the Guarantors and Restricted Subsidiaries to
(a) Cause cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or Loans and the Loan Credit Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Credit Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Bankruptcy Rules, and (ivv) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and reasonably acceptable to the extent applicable.Requisite Lenders in all respects, it being understood and agreed that the forms of orders approved by the Requisite Lenders prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply comply in all respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver to comply in a timely manner in all material respects with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court;
(d) [reserved];
(e) provide the Administrative Agent and the LendersLenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities;
(i) deliver to the extent practicable Administrative Agent (absent exigent circumstances), for distribution to the Lenders) and to counsel to the Administrative Agent promptly as soon as available but not less later than one two (12) Business Day’s Days (or as soon as reasonably practicable) prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors Credit Parties with the Bankruptcy Court in the Chapter 11 Cases that affect Cases, or may affect any distributed by or on behalf of the Secured PartiesCredit Parties to any official or unofficial committee appointed or appearing in the Cases or any other party in interest related to a plan, a disclosure statement, plan exclusivity, assumption or rejection of executory contracts and unexpired leases, key employee incentive or retention plans, and each such pleading motion (provided that, in the case of the Cash Management Order, the Final Order, or in connection with this Agreement and the DIP Facility, such copies shall consult in good faith be provided not later than one (1) Business Day prior to filing) and (ii) use best efforts to deliver any other pleading, motion, application, order, financial information or other document as set forth in, and with the timing set forth in, preceding clause (i) to the Administrative Agent (for distribution to the Lenders) and to counsel to the Lenders regarding the form and substance of any such document.Administrative Agent;
(dg) If if not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the Administrative Agent (for distribution to the Lenders) and to counsel to the Administrative Agent and Lenders promptlypromptly as soon as available, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed filed by or on behalf of the Obligors Credit Parties with the Bankruptcy Court in the Cases;
(h) not more than once per week, the Borrower shall make its senior management and its financial advisor available via teleconference to discuss the financial position, cash flows, variances and operations of the Borrower and its Subsidiaries; and
(i) maintain their cash management system as it existed prior to the Chapter 11 Unsecured Creditors Committee (or Petition Date for the benefit of the Lenders, with any other official or unofficial committee appointed or appearing changes made in accordance with the Chapter 11 Cases or any other party in interest).
(e) Provide Cash Management Order with the prior written consent of the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decisionAgent.
Appears in 2 contracts
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.), Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.)
Bankruptcy Related Matters. The Borrower will, and will cause each of the Loan Parties to,:
(a) Cause cause all proposed (i) First Day Orders, (ii) “second day” orders approving the relief granted in the First Day Orders on a final basis, (iii) orders related to or affecting the Loans and other Obligations and/or and the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateralcash collateral, any sale or other disposition of DIP Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Reorganization Plan and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Loan Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Federal Rules of Bankruptcy Procedure, (v) orders authorizing additional payments to critical vendors (outside of the relief approved in the First Day Orders and “second day” orders) and (ivvi) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and reasonably acceptable to the extent applicable.Required Financing Commitment Parties in their reasonable discretion in all respects, it being understood and agreed that the forms of orders approved by the Required Financing Commitment Parties prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.; and
(c) Deliver to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders Required Financing Commitment Parties’ advisors regarding the form and substance of any such document.
documents described in Section 5.01(p) or (dq) If not otherwise provided through the Bankruptcy Court’s electronic docketing system(except that with respect to any emergency pleading or document for which, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interestadvance notice is impracticable).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 2 contracts
Samples: Credit Agreement (Pyxus International, Inc.), Restructuring Support Agreement (Pyxus International, Inc.)
Bankruptcy Related Matters. (a) Cause all proposed (i) orders related The Credit Parties shall:
a. deliver to the Administrative Agent, as soon as practicable in advance of filing with the Bankruptcy Court of any document, motion or pleading relating to or affecting impacting (1) any rights or remedies of the Obligations and/or Administrative Agent or any Lender, (2) the DIP Facility, the Roll-Up, the DIP Order, the Loan Documents, the Prepetition Debt and applicable loan documentsPre-Petition Loan Documents (including the Credit Parties’ obligations thereunder), (3) the Collateral, any other financing Liens thereon or use of Cash Collateralany Superpriority Claims (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), (4) use of cash collateral, (5) debtor-in-possession financing, (6) adequate protection or otherwise relating to the Pre-Petition Secured Indebtedness, (7) any Chapter 11 Plan, (8) any sale pursuant to Section 363 of the Bankruptcy Code, or (9) any transaction outside of the ordinary course or adequate protectionof business with any Credit Party, (ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) 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, all such documents to be in accordance filed and provide the Administrative Agent and the Lenders with the terms of this Agreement, a reasonable opportunity to the extent applicable.review and comment on all such documents;
(b) Comply in all respects b. comply with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.; and
(c) Deliver c. except as otherwise is permitted by the DIP Order or the Acceptable Plan, the Credit Parties shall provide prior written notice as soon as reasonably practicable to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s intercompany midstream contracts between any Credit Party and Midstream MLP or any Subsidiary’s Material Contractsof its subsidiaries that provide for, or of may reasonably be expected to result in, aggregate payments by the applicable Credit Party, or aggregate payments to the applicable Credit Party, in either case greater than or equal to $5,000,000 during any material non-residential real property leases consecutive twelve (12)-month period pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed rejected if such rejection adversely impacts the Collateral, any Liens thereon or rejected any Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), if the Administrative Agent informs the Borrower in writing within three (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (13) Business Day of Days after receipt of the notice from Borrower referenced above, the applicable Credit Party that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Revolving Credit Agreement (Oasis Petroleum Inc.)
Bankruptcy Related Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to:
(a) Cause cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or Junior DIP Facility, the Loan DocumentsObligations, the Prepetition Debt Obligations and applicable loan documentsthe Credit Documents, any other financing or use of Cash Collateralcash collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (iiiv) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiv) orders approving non-ordinary course transactions and (vi) orders concerning the financial condition of the Debtors, or other Debt Indebtedness of the Debtors and (iv) 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, to be in accordance with the terms of this AgreementAgreement in all material respects, it being understood and agreed that the forms of all orders approved by the Ad Hoc Term Lender Group Advisors prior to the Petition Date are in accordance with the terms of this Agreement and are reasonably acceptable or acceptable, as the case may be, to the extent applicable.Majority Lenders in all respects;
(b) Comply comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver deliver to the Administrative Agent (for distribution to the Lenders) and the Lenders, to the extent practicable Ad Hoc Term Lender Group Advisors at least two (absent exigent circumstances), not less than one (12) Business Day’s days prior to any filingsuch filing or distribution, copies of all proposed pleadings, motions, applications, orders, financial information material pleadings and other documents motions to be filed by or on behalf of the Obligors Borrower or any of the other Debtors with the Bankruptcy Court or the United States Trustee in the Chapter 11 Cases, or to be distributed by or on behalf of the Borrower or any of the other Debtors to any official committee appointed in the Chapter 11 Cases (other than emergency pleadings or motions where, despite such Debtor’s commercially reasonable efforts, such two-day notice is impracticable); provided that affect copies of pleadings and motions to be so filed by or may affect on behalf of the Borrower or any of the other Debtors to the extent directly relating to this Agreement or any other Credit Document, including, without limitation, any amendment, modification or supplement to this Agreement or any other Credit Document (or a waiver of the provisions thereof) or any other matter adversely affecting the liens, claims or rights of the Secured Parties, and Parties under this Agreement or any other Credit Document in any material respect shall consult in good faith with be delivered to the Administrative Agent and the Lenders regarding the form and substance of any Ad Hoc Term Lender Group Advisors at least three (3) days prior to such document.filing;
(d) If if not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the Administrative Agent and (for distribution to the Lenders promptlyLenders) and the Ad Hoc Term Lender Group Advisors promptly as soon as available, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors Credit Parties to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).Cases; and
(e) Provide except as otherwise is permitted by the DIP Order, the Borrower shall provide prior written notice as soon as reasonably practicable to the Administrative Agent and the Lenders not less than two (2) Business Days’ Ad Hoc Term Lender Group Advisors prior written notice, where practicable, of to any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, material contracts or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, lease shall be assumed or rejected rejected, if such assumption or rejection adversely impacts the Collateral, any Liens thereon or any Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), if the Administrative Agent (acting at the direction of the Required Majority Lenders) informs Xxxxxxxx or the Ad Hoc Term Lender Group Advisors inform the Borrower in writing, writing within one three (13) Business Day Days of receipt of the notice from the Borrower referenced above, above that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Junior Secured Debtor in Possession Credit Agreement (California Resources Corp)
Bankruptcy Related Matters. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relating to the Loan Documents relative to a Loan Party or a Subsidiary, Agent (irrespective of whether the principal of any Loan or Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) Cause to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letters of Credit and all proposed (i) orders related other Obligations that are owing and unpaid and to file such other documents as may be necessary or affecting advisable in order to have the Obligations and/or claims of the Loan DocumentsLenders, the Prepetition Debt Issuing Banks and applicable loan documentsAgent (including any claim for the reasonable compensation, any expenses, disbursements and advances of 150 the Lenders, the Issuing Banks and Agent and their respective agents and counsel and all other financing or use of Cash Collateralamounts due the Lenders, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (iiIssuing Banks and Agent under Sections 2.05 and 9.05) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors allowed in such judicial proceeding; and (iv) 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, to be in accordance with the terms of this Agreement, to the extent applicable.
(b) Comply to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in all respects with any such judicial proceeding is hereby authorized by each order entered by Lender, each Issuing Bank and Agent to make such payments to Agent and, in the Bankruptcy Court in connection with the Chapter 11 Cases.
(c) Deliver event that Agent shall consent to the Administrative Agent and making of such payments directly to the Lenders, the Issuing Banks and Agent, to pay to Agent any amount due for the extent practicable (absent exigent circumstances)reasonable compensation, not less than one (1) Business Day’s prior to any filingexpenses, copies disbursements and advances of all proposed pleadings, motions, applications, orders, financial information Agent and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Partiesits agents and counsel, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest)amounts due Agent under Sections 2.05 and 9.05.
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Credit Agreement (Smart Sand, Inc.)
Bankruptcy Related Matters. The Borrower will and will cause each of the Guarantors and Subsidiaries to:
(a) Cause cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or Loan Obligations, the Loan Obligations (as defined in the Pre-Petition Term Loan Credit Agreement),the Loan Documents and the Pre-Petition Term Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Loan Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Federal Rules of Bankruptcy Procedure, and (ivv) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and reasonably acceptable to the extent applicable.Required Lenders in all respects, it being understood and agreed that the forms of orders approved by the Required Lenders prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply in all respects comply with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver to comply in a timely manner with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court;
(d) provide the Administrative Agent and the LendersLenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions;
(i) deliver to the extent practicable Lenders Advisors promptly as soon as available but not later than two (absent exigent circumstances), not less than one (12) Business Day’s Days prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents (for the avoidance of doubt, excluding any administrative filings) to be filed by or on behalf of the Obligors Loan Parties with the Bankruptcy Court in the Chapter 11 Cases that affect Cases, or may affect any distributed by or on behalf of the Secured PartiesLoan Parties to any official or unofficial committee appointed or appearing in the Cases or any other party in interest related to a plan, a disclosure statement, plan exclusivity, assumption or rejection of executory contracts and unexpired leases, key employee incentive or retention plans, and shall consult in good faith each such pleading motion, (ii) use reasonable best efforts to deliver any other pleading, motion, application, order, financial information or other document as set forth in, and with the Administrative Agent timing set forth in, preceding clause (i) to the Lender Advisors, and (iii) other than in respect of ordinary course transactions, consult with the Lenders regarding Lender Advisors prior to taking or deciding not to take any material actions that are not in compliance with, or not in accordance with, any orders entered in the form and substance Cases; provided that the terms of this Section 6.22(e) remain subject to any such document.confidentiality obligations imposed by applicable law; and
(df) If if not otherwise provided through the Bankruptcy Court’s electronic docketing system, promptly as soon as available, deliver to the Administrative Agent and to the Lenders promptly, Lender Advisors copies of all final pleadings, motions, applications, orders, financial information and other documents distributed filed by or on behalf of the Obligors to Loan Parties with the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing Bankruptcy Court in the Chapter 11 Cases or Cases; provided that the terms of this Section 6.22(f) remain subject to any other party in interest)confidentiality obligations imposed by applicable law.
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Libbey Inc)
Bankruptcy Related Matters. The Borrower will and will cause each of the other Loan Parties to:
(a) Cause cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or the Loan DocumentsLoans and other Obligations, the Prepetition Debt and applicable loan documentsthe Loan Documents, any other financing or use of Cash Collateralcash collateral, any sale or other disposition of Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Loan Parties or seeking relief under section 363,364 or 365 of the Bankruptcy Code or rule 9019 of the Federal Rules of Bankruptcy Procedure, (v) orders authorizing additional payments to critical vendors (outside of the relief approved in the “first day” and “second day” orders) and (ivvi) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and acceptable to the extent applicable.Required Lenders (and (i) with respect to any provision that affects the rights or duties of any Agent, such Agent and (ii) with respect to any orders described in clause (v) above, 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 or duties of any Agent, such Agent) prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are acceptable in all respects;
(b) Comply comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.; and
(c) Deliver to the Administrative Agent comply in a timely manner with their obligations and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court responsibilities as debtors in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and procure that no such contract or leasethe Final Order, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction and any other order of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decisionBankruptcy Court.
Appears in 1 contract
Bankruptcy Related Matters. The Borrower will and will cause each of the Guarantors and Restricted Subsidiaries to:
(a) Cause have all orders proposed by the Debtors (i) orders related to or affecting the Obligations and/or Loans and the Loan Credit Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiii) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Credit Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Bankruptcy Rules, and (iviii) 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, to be in accordance with and permitted by the terms of this Agreement, Agreement entered prior to the extent applicable.Closing Date or, if thereafter, otherwise reasonably acceptable to the Requisite Lenders in all respects, it being understood and agreed that the forms of orders approved by the Requisite Lenders prior to the Closing Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply comply in all respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver to comply in a timely manner in all material respects with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the DIP Order, and any other order of the Bankruptcy Court;
(d) [Reserved];
(e) provide the Administrative Agent and the LendersLenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities;
(i) deliver to the extent practicable Administrative Agent (absent exigent circumstances), for distribution to the Lenders) and to counsel to the Administrative Agent promptly as soon as available but not less later than one two (12) Business Day’s Days (or as soon as reasonably practicable) prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors Credit Parties with the Bankruptcy Court in the Chapter 11 Cases that affect Cases, or may affect any distributed by or on behalf of the Secured PartiesCredit Parties to any official or unofficial committee appointed or appearing in the Cases (including the Committee) or any other party in interest related to a plan, a disclosure statement, plan exclusivity, assumption or rejection of executory contracts and unexpired leases, key employee incentive or retention plans, and each such pleading motion (provided that, in the case of the Cash Management Order, the DIP Order, or in connection with this Agreement and the DIP Facility, such copies shall consult in good faith be provided not later than one (1) Business Day prior to filing) and (ii) use best efforts to deliver any other pleading, motion, application, order, financial information or other document as set forth in, and with the timing set forth in, preceding clause (i) to the Administrative Agent (for distribution to the Lenders) and to counsel to the Lenders regarding the form and substance of any such document.Administrative Agent;
(dg) If if not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the Administrative Agent (for distribution to the Lenders) and to counsel to the Administrative Agent and Lenders promptlypromptly as soon as available, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed filed by or on behalf of the Obligors Credit Parties with the Bankruptcy Court in the Cases;
(h) not more than once per week, the Borrower shall make its senior management and its financial advisor available via teleconference to discuss the financial position, cash flows, variances and operations of the Borrower and its Subsidiaries; and
(i) maintain their cash management system as it existed prior to the Chapter 11 Unsecured Creditors Committee (or Closing Date for the benefit of the Lenders, with any other official or unofficial committee appointed or appearing changes made in accordance with the Chapter 11 Cases or any other party in interest).
(e) Provide Cash Management Order with the prior written consent of the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decisionAgent.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (GWG Holdings, Inc.)
Bankruptcy Related Matters. The Borrower will and will cause each of the Guarantors and Restricted Subsidiaries to:
(a) Cause cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or the Loan DocumentsLoans, the Prepetition Existing Debt and applicable loan documentsthe Credit Documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Plan plan of reorganization and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Credit Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Federal Rules of Bankruptcy Procedure, (v) orders authorizing additional payments to critical vendors and (ivvi) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and reasonably acceptable to the extent applicable.Requisite Lenders (and (i) with respect to any provision that affects the rights or duties of any Agent, the Administrative Agent and (ii) with respect to any orders described in clause (v) above, acceptable to the Requisite Lenders in their sole discretion) in all respects, it being understood and agreed that the forms of orders approved by the Requisite Lenders (and with respect to any provision that affects the rights or duties of any Agent, the Administrative Agent) prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver comply in a timely manner with their obligations and responsibilities as debtors-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court;
(d) promptly upon the Administrative Agent’s written request (acting at the direction of the Requisite Lenders), each Credit Party shall provide the Administrative Agent with copies of any informational packages provided to potential bidders, draft agency agreements, purchase agreements, status reports, and updated information related to the sale or any other transaction and copies of any such bids and any updates, modifications or supplements to such information and materials;
(e) provide the Administrative Agent and the LendersLenders with reasonable access to non-privileged information (including historical information) and relevant personnel regarding strategic planning, cash and liquidity management, operational and restructuring activities, in each case subject to customary confidentiality restrictions;
(f) deliver to counsel to the Ad Hoc Group of Term Lenders and to counsel to the Administrative Agent (to the extent practicable practicable) promptly as soon as available but no later than two (absent exigent circumstances), not less than one (12) Business Day’s Days prior to any filing, copies of all proposed non-ministerial or administrative pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors Credit Parties with the Bankruptcy Court in the Chapter 11 Cases that affect Cases, or may affect any distributed by or on behalf of the Secured PartiesCredit Parties to any official or unofficial committee appointed or appearing in the Cases or any other party in interest, and shall consult in good faith with the Administrative Agent and the Lenders Requisite Lenders’ advisors regarding the form and substance of any such document.; and
(dg) If if not otherwise provided through the Bankruptcy Court’s electronic docketing system, as soon as available, deliver to the Administrative Agent (for distribution to the Lenders) and to counsel to the Administrative Agent and Lenders promptlypromptly as soon as available, copies of all final pleadings, motions, applications, orders, financial information and other documents filed by or on behalf of the Credit Parties with the Bankruptcy Court in the Cases, or distributed by or on behalf of the Obligors Credit Parties to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest)Cases.
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (1) Business Day of receipt of the notice from Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (Fusion Connect, Inc.)
Bankruptcy Related Matters. (a) Cause all proposed (i) “first day” orders, (ii) “second day” orders, (iii) orders related to or affecting the Obligations and/or the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateral, any sale or other disposition of Collateral outside the ordinary course or adequate protection, (iiiv) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iiiv) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (ivvi) 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, to be in accordance with the terms of this Agreement, to the extent applicable.
(b) Comply in all respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.
(c) Deliver to the Administrative Agent and the LendersLender Advisors, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent Lender Advisors and the Required Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders Lender Advisors promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Lenders (via the Administrative Agent Agent) and the Lenders Lender Advisors not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed or rejected if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx the Borrower in writing, within one (1) Business Day of receipt of the notice from the Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Loan and Security Agreement (Core Scientific, Inc./Tx)
Bankruptcy Related Matters. The Credit Parties shall:
(a) Cause all proposed deliver to the Administrative Agent, as soon as practicable in advance of filing with the Bankruptcy Court of any document, motion or pleading relating to or impacting (i) orders related to any rights or affecting remedies of the Obligations and/or Administrative Agent or any Lender, (ii) the Loan DIP Facility, the Roll-Up, the DIP Order, the Credit Documents, the Prepetition Debt and applicable loan documentsPre-Petition Credit Documents (including the Credit Parties’ obligations thereunder), (iii) the Collateral, any other financing Liens thereon or use of Cash Collateralany Superpriority Claims (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), (iv) use of cash collateral, (v) debtor-in-possession financing, (vi) adequate protection or otherwise relating to the Pre-Petition Secured Indebtedness, (vii) any Chapter 11 Plan, (viii) any sale pursuant to Section 363 of the Bankruptcy Code, or (ix) any transaction outside of the ordinary course or adequate protectionof business with any Credit Party, (ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) 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, all such documents to be in accordance filed and provide the Administrative Agent and the Lenders with the terms of this Agreement, a reasonable opportunity to the extent applicable.review and comment on all such documents;
(b) Comply in all respects comply with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.; and
(c) Deliver except as otherwise is permitted by the DIP Order or the Acceptable Plan, the Credit Parties shall provide prior written notice as soon as reasonably practicable to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, material contracts or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, lease shall be assumed or rejected rejected, if such assumption or rejection adversely impacts the Collateral, any Liens thereon or any Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), if the Administrative Agent informs the Borrower in writing within three (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (13) Business Day of Days after receipt of the notice from Borrower referenced above, the applicable Credit Party that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc)
Bankruptcy Related Matters. The Borrower will and will cause each of the other Loan Parties to:
(a) Cause cause all proposed (i) First Day Orders, (ii) “second day” orders approving the relief granted in the First Day Orders on a final basis, (iii) orders related to or affecting the Loans and other Obligations and/or and the Loan Documents, the Prepetition Debt and applicable loan documents, any other financing or use of Cash Collateralcash collateral, any sale or other disposition of DIP Collateral outside the ordinary course or course, cash management, adequate protection, (ii) any Acceptable Chapter 11 Reorganization Plan and/or any disclosure statement related thereto, (iiiiv) orders concerning the financial condition of the Debtors, Borrower or any of its Subsidiaries or other Debt Indebtedness of the Debtors Loan Parties or seeking relief under section 363, 365, 1113 or 1114 of the Bankruptcy Code or section 9019 of the Federal Rules of Bankruptcy Procedure, (v) orders authorizing additional payments to critical vendors (outside of the relief approved in the First Day Orders and “second day” orders) and (ivvi) 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, Debtors to be in accordance with and permitted by the terms of this Agreement, Agreement and reasonably acceptable to the extent applicable.Required Lenders (and (i) with respect to any provision that affects the rights, obligations, liabilities or duties of any Agent, the Administrative Agent and (ii) with respect to any orders described in clauses (i)-(vi) above, 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 any Agent, the Administrative Agent) prior to the Petition Date are in accordance with and permitted by the terms of this Agreement and are reasonably acceptable in all respects;
(b) Comply comply in all material respects with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.;
(c) Deliver comply in a timely manner with their obligations and responsibilities as debtors in possession under the Bankruptcy Code, the Bankruptcy Rules, the Interim Order and the Final Order, as applicable, and any other order of the Bankruptcy Court; and
(i) deliver to counsel to the Required Lenders and to counsel to the Administrative Agent and the Lenders, (to the extent practicable practicable) promptly as soon as available but no later than two (absent exigent circumstances), not less than one (12) Business Day’s Days prior to any filing, copies of all proposed non-ministerial or administrative pleadings, motions, applications, orders, financial information and other documents (x) to be filed by or on behalf of the Obligors Loan Parties with the Bankruptcy Court in the Chapter 11 Cases that affect Cases, or may affect any (y) distributed by or on behalf of the Secured PartiesLoan Parties to any statutory committee appointed or appearing in the Cases or any other party in interest, and (ii) shall consult in good faith with the Administrative Agent and the Lenders Required Lenders’ advisors regarding the form and substance of any such document.
documents (d) If not otherwise provided through except that with respect to any emergency pleading or document for which, despite the Bankruptcy Court’s electronic docketing systemDebtors’ best efforts, deliver such advance notice is impracticable, the Debtors shall be required to the Administrative Agent furnish such documents as soon as reasonably practicable and to the Lenders promptlyin no event later than substantially concurrently with such filings or deliveries thereof, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interestas applicable).
(e) Provide except as otherwise permitted by an Acceptable Plan, provide prior written notice as soon as reasonably practicable to the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of to any assumption or rejection of any Debtor’s or any Subsidiary’s Material Contracts, material contracts or of any material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, lease shall be assumed or rejected rejected, if such assumption or rejection materially adversely impacts the DIP Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of DIP Collateral or the priority of any such Liens or DIP Superpriority Claims), if the Administrative Agent (acting at the direction of the Required Lenders) informs Xxxxxxxx the Borrower in writing, writing within one three (13) Business Day Days of receipt of the notice from the Borrower referenced above, that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Bankruptcy Related Matters. (a) Cause all proposed (i) orders related The Credit Parties shall: 163. deliver to the Administrative Agent, as soon as practicable in advance of filing with the Bankruptcy Court of any document, motion or pleading relating to or affecting impacting (1) any rights or remedies of the Obligations and/or Administrative Agent or any Lender, (2) the DIP Facility, the Roll-Up, the DIP Order, the Loan Documents, the Prepetition Debt and applicable loan documentsPre-Petition Loan Documents (including the Credit Parties’ obligations thereunder), (3) the Collateral, any other financing Liens thereon or use of Cash Collateralany Superpriority Claims (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), (4) use of cash collateral, (5) debtor-in-possession financing, (6) adequate protection or otherwise relating to the Pre-Petition Secured Indebtedness, (7) any Chapter 11 Plan, (8) any sale pursuant to Section 363 of the Bankruptcy Code, or (9) any transaction outside of the ordinary course or adequate protectionof business with any Credit Party, (ii) any Acceptable Chapter 11 Plan and/or any disclosure statement related thereto, (iii) orders concerning the financial condition of the Debtors, or other Debt of the Debtors and (iv) 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, all such documents to be in accordance filed and provide the Administrative Agent and the Lenders with the terms of this Agreement, a reasonable opportunity to the extent applicable.
(b) Comply in review and comment on all respects such documents; 164. comply with each order entered by the Bankruptcy Court in connection with the Chapter 11 Cases.
(c) Deliver ; and 165. except as otherwise is permitted by the DIP Order or the Acceptable Plan, the Credit Parties shall provide prior written notice as soon as reasonably practicable to the Administrative Agent and the Lenders, to the extent practicable (absent exigent circumstances), not less than one (1) Business Day’s prior to any filing, copies of all proposed pleadings, motions, applications, orders, financial information and other documents to be filed by or on behalf of the Obligors with the Bankruptcy Court in the Chapter 11 Cases that affect or may affect any of the Secured Parties, and shall consult in good faith with the Administrative Agent and the Lenders regarding the form and substance of any such document.
(d) If not otherwise provided through the Bankruptcy Court’s electronic docketing system, deliver to the Administrative Agent and to the Lenders promptly, copies of all final pleadings, motions, applications, orders, financial information and other documents distributed by or on behalf of the Obligors to the Chapter 11 Unsecured Creditors Committee (or any other official or unofficial committee appointed or appearing in the Chapter 11 Cases or any other party in interest).
(e) Provide the Administrative Agent and the Lenders not less than two (2) Business Days’ prior written notice, where practicable, of any assumption or rejection of any Debtor’s intercompany midstream contracts between any Credit Party and Midstream MLP or any Subsidiary’s Material Contractsof its subsidiaries that provide for, or of may reasonably be expected to result in, aggregate payments by the applicable Credit Party, or aggregate payments to the applicable Credit Party, in either case greater than or equal to $5,000,000 during any material non-residential real property leases consecutive twelve (12)-month period pursuant to Section 365 of the Bankruptcy Code, and procure that no such contract or lease, as applicable, shall be assumed rejected if such rejection adversely impacts the Collateral, any Liens thereon or rejected any Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Superpriority Claims), if the Administrative Agent informs the Borrower in writing within three (acting at the direction of the Required Lenders) informs Xxxxxxxx in writing, within one (13) Business Day of Days after receipt of the notice from Borrower referenced above, the applicable Credit Party that it objects to such assumption or rejection, as applicable, or needs additional time to make the decision.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Revolving Credit Agreement (Oasis Petroleum Inc.)