Common use of Case Matters Clause in Contracts

Case Matters. None of the Company or any of its Subsidiaries, except with the prior written consent of the Required DIP Lenders, shall: (a) assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including offsets and counterclaims of any nature or kind), or other contested matter (including any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders), disallowing, or otherwise challenging (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable law), in each case, in whole or in part, the Obligations, the DIP Liens, the Prepetition Secured Obligations, the Prepetition Credit Documents or the Prepetition Liens; or reversing, modifying, amending, staying or vacating the DIP Orders, without the prior written consent of the Administrative Agent; (ii) granting priority for any administrative expense, secured claim or unsecured claim against any Loan Party (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to the extent expressly permitted under the DIP Orders; (iii) granting or imposing, under Section 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Liens except to the extent expressly permitted under the DIP Orders; or (iv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders or this Agreement; (b) seek or consent to any order (i) dismissing any of the Cases under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; (ii) converting any of the Cases to cases under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) of the Bankruptcy Code in any of the Cases; or (v) granting a change of venue with respect to any Case or any related adversary proceeding; (c) make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent; (d) return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; or (e) (i) make payments under any management incentive plan or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except, in each case, in amounts and on terms and conditions that (I) are approved by order of the Bankruptcy Court after notice and hearing, (II) are within the limits of the Approved Budget (subject to any Permitted Variances), and (III) as approved in writing by the Administrative Agent.

Case Matters. None (a) All fees or expenses of Professional Persons at any time paid by the Company Debtors, or any of its Subsidiariesthem, except with shall be paid by the prior written consent Debtors pursuant to procedures established by an order of the Required DIP Lenders, shall:Bankruptcy Court. (ab) No Obligor shall, nor shall it permit any other Debtor to, assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral Term Loan to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including including, without limitation, offsets and counterclaims of any nature or kindkind but in any event subject to the terms and provisions of the Investment Agreement and Schedule 3.1-A), or other contested matter (including including, without limitation, any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) invalidating, setting aside, avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders), disallowingsubordinating, or otherwise challenging the validity, perfection, enforceability, or nonavoidability (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable lawotherwise), in each case, in whole or in part, of the Obligations, the DIP Liens, the Prepetition Secured Obligations, the Prepetition Credit Documents Obligations or the Prepetition Agent’s Liens; or ; (ii) reversing, modifying, amending, staying or vacating the DIP OrdersFinancing Order, without except for modifications and amendments consented to by the prior written consent of the Administrative AgentMajority Lenders in writing; (iiiii) granting priority for any administrative expense, secured claim or unsecured claim against the Borrowers or any Loan Party of the Guarantors other than GGMI (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to Out, Pre-Petition Liens and the extent expressly permitted under the DIP OrdersFinancing Order; (iiiiv) granting or imposing, imposing under Section Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Agent’s Liens except (other than under clause (i) of the definition of Permitted Liens (to the extent expressly extent, and only to the extent, set forth in the Financing Order) or as permitted to have priority under the DIP Orders; orSection 6.4); (ivv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders Financing Order or this Agreement;; or (bvi) modifying, altering, or impairing in any manner any of the Agent’s Liens pursuant to the Financing Order, this Agreement, or any of the Loan Documents or any documents related thereto (including, without limitation, the right to demand payment of all Obligations and to enforce its liens and security interests in the Collateral), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Debtor, whether pursuant to Section 364 of the Bankruptcy Code or otherwise. (c) No Obligor shall, nor shall it permit any other Debtor to, seek or consent to any order (i) dismissing any part of the Cases Case under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; or (ii) converting any part of the Cases to cases Case under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) Sections 105 or 1112 of the Bankruptcy Code or otherwise, in each case in respect of any of the CasesMajor Entity, unless such Debtor would cease to be a Major Entity upon giving effect to transactions permitted under Section 9.8; provided that any mandatory prepayments required under Section 3.3 shall occur substantially contemporaneously with or (v) granting a change of venue with respect prior to any Case such dismissal or any related adversary proceeding;conversion. (cd) The Obligors shall not, nor shall they permit any other Debtor to, make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party Debtor, for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent;Agent or unless otherwise consented to by the Majority Lenders. (de) The Obligors shall not, nor shall they permit any other Debtor to, return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; or (e) (i) make payments under any management incentive plan Agent or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except, in each case, in amounts and on terms and conditions that (I) are approved by order of the Bankruptcy Court after notice and hearing, (II) are within the limits of the Approved Budget (subject unless otherwise consented to any Permitted Variances), and (III) as approved in writing by the Administrative AgentMajority Lenders.

Case Matters. None of the Company or any of its Subsidiaries, except with the prior written consent of the Required DIP Lenders, shall: (a) assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including offsets and counterclaims of any nature or kind), or other contested matter (including any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders), disallowing, or otherwise challenging (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable non-bankruptcy law), in each case, in whole or in part, of the Obligations, the DIP Liens, the Prepetition Secured ObligationsPre-Petition Indebtedness, the Prepetition Credit Pre-Petition Revolving Facility, the Pre-Petition Loan Documents or the Prepetition Pre-Petition Liens; or reversing, modifying, amending, staying or vacating the DIP Orders, without the prior written consent of the Administrative AgentAgent (acting at the direction of the Structuring Advisor and the Required Lenders); (ii) granting priority for any administrative expense, secured claim or unsecured claim against the Borrower or any Loan Party of the Guarantors (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to the extent expressly permitted under the DIP Orders; (iii) granting or imposing, imposing under Section Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Liens except to the extent expressly permitted under the DIP Orders; or; (iv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders or this Agreement; or (v) modifying, altering, or impairing in any manner any of the DIP Liens or the Pre-Petition Liens, or any the Administrative Agent’s, the Lenders’ or the Pre-Petition Secured Parties’ rights or remedies under the DIP Orders, this Agreement, or any of the Loan Documents or any documents related thereto (including the right to demand payment of all Obligations and Adequate Protection Obligations, as applicable, and to enforce its Liens and security interests in the Collateral and the Pre-Petition Collateral, as applicable), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Loan Party or otherwise, whether pursuant to Section 364 of the Bankruptcy Code or otherwise; (b) without the prior written consent of the Administrative Agent (acting at the direction of the Structuring Advisor and the Required Lenders), seek or consent to any order (i) dismissing any of the Cases under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; (ii) converting any of the Cases to cases under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) of the Bankruptcy Code in any of the Cases; or (v) granting a change of venue with respect to any Case or any related adversary proceeding; (c) make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent;Agent or unless otherwise consented to by the Administrative Agent (at the direction of the Structuring Advisor). (d) return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative AgentAgent or unless otherwise consented to by the Administrative Agent (at the direction of the Structuring Advisor); (e) propose to supplement, amend or otherwise modify the Plan of Reorganization or the Plan Documentation filed on the Petition Date without the prior written consent of the Administrative Agent (at the direction of the Structuring Advisor) (such consent not to be unreasonably withheld); (f) propose to supplement, amend or otherwise modify the Restructuring Support Agreement in a manner materially adverse to the interests of the Administrative Agent or the Lenders, without the prior written consent of the Structuring Advisor and the Required Lenders (such consents not to be unreasonably withheld, conditioned or delayed); or (eg) (i) make payments under any management incentive plan propose to the Bankruptcy Court, or on account otherwise, a sale of claims all or expenses arising under section 503(c) substantially all of the Bankruptcy CodeCollateral, except, in each case, in amounts and on terms and conditions that (I) are approved by order without the prior written consent of the Bankruptcy Court after notice Structuring Advisor and hearing, (II) are within the limits of the Approved Budget (subject to any Permitted Variances), and (III) as approved in writing by the Administrative AgentRequired Lenders.

Case Matters. None (a) All fees or expenses of Professional Persons at any time paid by the Company Debtors, or any of its Subsidiariesthem, except with shall be paid by the prior written consent Debtors pursuant to procedures established by an order of the Required DIP Lenders, shall:Bankruptcy Court. (ab) No Obligor shall, nor shall it permit any other Debtor to, assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral Term Loan to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including including, without limitation, offsets and counterclaims of any nature or kind), or other contested matter (including including, without limitation, any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) invalidating, setting aside, avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders), disallowingsubordinating, or otherwise challenging the validity, perfection, enforceability, or nonavoidability (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable lawotherwise), in each case, in whole or in part, of the Obligations, the DIP Liens, the Prepetition Secured Obligations, the Prepetition Credit Documents Obligations or the Prepetition Agent’s Liens; or ; (ii) reversing, modifying, amending, staying or vacating the DIP OrdersFinancing Order, without except for modifications and amendments consented to by the prior written consent of the Administrative AgentMajority Lenders in writing; (iiiii) granting priority for any administrative expense, secured claim or unsecured claim against the Borrowers or any Loan Party of the Guarantors other than the Non-Debtor Guarantor (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to Out, Pre-Petition Liens and the extent expressly permitted under the DIP OrdersFinancing Order; (iiiiv) granting or imposing, imposing under Section Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Agent’s Liens except (other than under clause (i) of the definition of Permitted Liens (to the extent expressly extent, and only to the extent, set forth in the Financing Order) or as permitted to have priority under the DIP Orders; orSection 6.4); (ivv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders Financing Order or this Agreement;; or (bvi) modifying, altering, or impairing in any manner any of the Agent’s Liens pursuant to the Financing Order, this Agreement, or any of the Loan Documents or any documents related thereto (including, without limitation, the right to demand payment of all Obligations and to enforce its liens and security interests in the Collateral), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Debtor, whether pursuant to Section 364 of the Bankruptcy Code or otherwise. (c) No Obligor shall, nor shall it permit any other Debtor to, seek or consent to any order (i) dismissing any part of the Cases Case under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; or (ii) converting any part of the Cases to cases Case under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) Sections 105 or 1112 of the Bankruptcy Code or otherwise, in each case in respect of any of the CasesMajor Entity, unless such Debtor would cease to be a Major Entity upon giving effect to transactions permitted under Section 9.8; provided that any mandatory prepayments required under Section 3.3 shall occur substantially contemporaneously with or (v) granting a change of venue with respect prior to any Case such dismissal or any related adversary proceeding;conversion. (cd) The Obligors shall not, nor shall they permit any other Debtor to, make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party Debtor, for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent;Agent or unless otherwise consented to by the Majority Lenders. (de) The Obligors shall not, nor shall they permit any other Debtor to, return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; or (e) (i) make payments under any management incentive plan Agent or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except, in each case, in amounts and on terms and conditions that (I) are approved by order of the Bankruptcy Court after notice and hearing, (II) are within the limits of the Approved Budget (subject unless otherwise consented to any Permitted Variances), and (III) as approved in writing by the Administrative AgentMajority Lenders.

Case Matters. None (a) All fees or expenses of Professional Persons at any time paid by the Company Debtors, or any of its Subsidiariesthem, except with shall be paid by the prior written consent Debtors pursuant to procedures established by an order of the Required DIP Lenders, shall:Bankruptcy Court. (ab) No Debtor shall assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral Term Loan to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including including, without limitation, offsets and counterclaims of any nature or kind), or other contested matter (including including, without limitation, any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) invalidating, setting aside, avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders), disallowingsubordinating, or otherwise challenging the validity, perfection, enforceability, or nonavoidability (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable lawotherwise), in each case, in whole or in part, of the Obligations, the DIP Liens, the Prepetition Secured Obligations, the Prepetition Credit Documents Obligations or the Prepetition Agent’s Liens; or ; (ii) reversing, modifying, amending, staying or vacating the DIP OrdersFinancing Order, without except for modifications and amendments consented to by the prior written consent of the Administrative AgentAgent in writing; (iiiii) granting priority for any administrative expense, secured claim or unsecured claim against the Borrowers or any Loan Party of the Guarantors other than the Non-Debtor Guarantor (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546546(c), 726, 1113 726 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to the extent expressly permitted under the DIP Ordersand Pre-Petition Liens; (iiiiv) granting or imposing, imposing under Section Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Agent’s Liens except (other than under clause (i) of the definition of Permitted Liens (to the extent expressly extent, and only to the extent, set forth in the Financing Order) or as permitted to have priority under the DIP Orders; orSection 6.4); (ivv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders Financing Order or this Agreement;; or (bvi) modifying, altering, or impairing in any manner any Warrant Agreement, any Warrant or any of the Agent’s Liens pursuant to the Financing Order, this Agreement, or any of the Loan Documents or any documents related thereto (including, without limitation, the right to demand payment of all Obligations and to enforce its liens and security interests in the Collateral), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Debtor, whether pursuant to Section 364 of the Bankruptcy Code or otherwise. (c) No Debtor shall seek or consent to any order (i) dismissing any part of the Cases Case under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; or (ii) converting any part of the Cases to cases Case under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) Sections 105 or 1112 of the Bankruptcy Code or otherwise, in each case in respect of any of the CasesMajor Entity, unless such Debtor would cease to be a Major Entity upon giving effect to transactions permitted under Section 9.8; provided that any mandatory prepayments required under Section 3.3 shall occur substantially contemporaneously with or (v) granting a change of venue with respect prior to any Case such dismissal or any related adversary proceeding;conversion. (cd) The Debtors will not make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party Debtor for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent or unless otherwise consented to by the Agent;. (de) The Debtors will not return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; or (e) (i) make payments under any management incentive plan Agent or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except, in each case, in amounts and on terms and conditions that (I) are approved by order of the Bankruptcy Court after notice and hearing, (II) are within the limits of the Approved Budget (subject unless otherwise consented to any Permitted Variances), and (III) as approved in writing by the Administrative Agent.

Case Matters. None No Borrower shall, so long as any of the Company or any of its SubsidiariesObligations have not been paid in full in cash, except with without the prior written consent of the Required DIP Majority Lenders, shall: (a) assertSeek or consent to any modification, file stay, vacation or seekamendment of the Interim Order or the Final Order; (b) Seek or consent to (i) any grant or imposition, or request that the Court grant or impose, under section 364 of the Bankruptcy Code or otherwise, liens or security interests on any Borrower's property, whether equal, superior, or subordinate, to the Agent's and Lenders' liens and security interests on that Property, and (ii) any request of the Bankruptcy Court to seek authority for any Borrower to use cash collateral as defined in section 363 of the Bankruptcy Code. (c) Seek or consent to the filing or the assertion of any claims or joinder indefenses (including, or use any portion of the proceeds of the Loanswithout limitation, Obligations, the Collateral, the Carve-Out or cash collateral to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including offsets and counterclaims of any nature or kind), or other contested matter (including any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders)validity, disallowingperfection, or otherwise challenging enforceability, and nonavoidability (under Sections sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or otherwise) of the Prepetition Obligations and the Agent's and Lenders' security interests in and liens on the Prepetition Collateral. (d) Seek or consent to the assertion of any claim, counterclaim, action, proceeding, application, motion, objection, defense, or other applicable law)contested matter, in each casethe purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief invalidating, setting aside, avoiding, or subordinating, in whole or in part, the ObligationsObligations or the Agent's and Lenders' liens and security interests in the Collateral. (e) Seek or consent to the modification, alteration, or impairment in any manner of the liens, security interests, rights, or remedies granted to the Agent and Lenders pursuant to the Interim Order, Final Order, the DIP LiensOriginal Credit Agreement, or this Agreement (including, without limitation, the Prepetition Secured ObligationsAgent's and Lenders' right to demand payment of all Obligations and to enforce their liens and security interests in the Collateral), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Borrower, whether pursuant to Section 364 of the Prepetition Credit Documents Bankruptcy Code or otherwise. (f) Seek or consent to any order (i) dismissing the Prepetition LiensCase with respect to any Borrower, under Sections 105, 305 or 1112 of the Code or otherwise; or reversing, modifying, amending, staying or vacating the DIP Orders, without the prior written consent of the Administrative Agent; (ii) granting converting the Case with respect to any Borrower, under Sections 105 or 1112 of the Code or otherwise. (g) Seek or consent to a priority for any administrative expense, secured claim or unsecured claim against any Loan Party Borrower (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in, or arising or ordered under, in Sections 105, 326, 327, 328, 330, 331, 503(b)503, 506(c), 507(a), 507(b), 546507, 726, 1113 and or 1114 of the Bankruptcy CodeCode or otherwise) which are equal or superior to the priority of the Administrative Agent and the Lenders in respect of the Post-Petition Obligations, except for those secured by Pre-Petition Permitted Liens which as provided under a matter of applicable nonbankruptcy law have priority over the Carve-Out or Agent's Liens as of the Petition Date. (h) Prior to the extent expressly permitted under date on which the DIP OrdersObligations have been paid in full in cash, pay or incur any administrative expenses except for such expenses which are administrative expense claims have been incurred in the ordinary course of the business of the Borrowers; (iii) granting or imposing, under Section 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Liens except to the extent expressly permitted under the DIP Orders; or (iv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders or this Agreement; (b) seek or consent to any order (i) dismissing any of the Cases under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; (ii) converting any of the Cases to cases under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) of the Bankruptcy Code in any of the Cases; or (v) granting a change of venue with respect to any Case or any related adversary proceeding; (c) make Make any payments or transfer any property on account of claims asserted by any of the Borrowers' vendors of any Loan Party for reclamation in accordance with Section 2-702 of any applicable UCC Uniform Commercial Code and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent; (dj) Seek to return any inventory or other property Inventory to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; or (e) (i) make payments under any management incentive plan or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except, in each case, in amounts and on terms and conditions that (I) are approved by order of the Bankruptcy Court after notice and hearing, (II) are within the limits of the Approved Budget (subject to any Permitted Variances), and (III) as approved in writing by the Administrative Agent.

Case Matters. None (a) All fees or expenses of Professional Persons at any time paid by the Company Obligors, or any of its Subsidiariesthem, except with shall be paid by the prior written consent Obligors pursuant to procedures established by an order of the Required DIP Bankruptcy Court and pursuant to the Budget. (b) Unless all Obligations have been indefeasibly paid in full in cash (and with respect to outstanding Letters of Credit issued pursuant to this Agreement, Cash Collateralized in accordance with this Agreement) on terms and conditions acceptable to the Agent, the L/C Issuer and the Lenders, shall: (a) and the Adequate Protection Obligations have been paid in full, no Obligor shall assert, file or seek, or consent to the filing or the assertion of or joinder in, or use any portion of the proceeds of the Loans, Obligations, the Collateral, the Carve-Out or cash collateral to compensate services rendered or expenses incurred in connection with, any claim, counterclaim, action, proceeding, order, application, pleading, motion, objection, any other papers or documents, defense (including offsets and counterclaims of any nature or kind), or other contested matter (including any of the foregoing the purpose of which is to seek or the result of which would be to obtain any order, judgment, determination, declaration, or similar relief): (i) avoiding, re-characterizing, recovering, reducing, subordinating (except pursuant to the DIP Orders)subordinating, disallowing, impairing or otherwise challenging (under Sections 105, 506(c), 542, 543, 544, 545, 547, 548, 549, 550, 551, 552(b), or 553 of the Bankruptcy Code or other applicable nonbankruptcy law), in each case, in whole or in part, of the Obligations, the DIP Liens, the Prepetition Secured ObligationsOutstanding Pre-Petition Facility Indebtedness, the Prepetition Credit Documents Pre-Petition Facility, the Pre- Petition Indebtedness Documents, the Pre-Petition Indebtedness or the Prepetition Pre-Petition Liens; or ; (ii) reversing, modifying, amending, staying or vacating the DIP Orders, without the prior written consent of the Administrative Agent, the L/C Issuer, the Lenders and the Pre- Petition Secured Parties; (iiiii) granting priority for any administrative expense, secured claim or unsecured claim against the Borrower or any Loan Party of the Guarantors (now existing or hereafter arising of any kind or nature whatsoever, including, including without limitation, limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 and 1114 of the Bankruptcy Code) equal or superior to the priority of the Administrative Agent Agent, L/C Issuer and the Lenders in respect of the Obligations, except as provided under the Carve-Out or to the extent expressly permitted under the DIP OrdersOut; (iiiiv) granting or imposing, imposing under Section Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, any additional financing under such sections or any Lien equal or superior to the priority of the DIP Liens except Liens, as permitted to have priority under Section 6.4 (to the extent expressly permitted under extent, and only to the extent, set forth in the Final DIP Orders; orOrder); (ivv) permitting the use of cash collateral as defined in Section 363 of the Bankruptcy Code, except as expressly permitted by the DIP Orders or this Agreement;; or (bvi) modifying, altering, or impairing in any manner any of the Agent or the Pre-Petition Liens, or any of the Agent’s, the L/C Issuer’s, the Lenders’ or the Pre- Petition Secured Parties’ rights or remedies under the DIP Orders, this Agreement, or any of the Loan Documents or any documents related thereto (including the right to demand payment of all Obligations and Adequate Protection Obligations, as applicable, and to enforce its Liens and security interests in the Collateral and the Pre-Petition Collateral, as applicable), whether by plan of reorganization or liquidation, order of confirmation, or any financings of, extensions of credit to, or incurring of debt by any Obligor or otherwise, whether pursuant to Section 364 of the Bankruptcy Code or otherwise. (c) Without the prior written consent of the Majority Lenders and the Pre-Petition Secured Parties, no Obligor shall seek or consent to any order (i) dismissing any of the Cases under Sections 105, 305 or 1112 of the Bankruptcy Code or otherwise; (ii) converting any of the Cases to cases under Chapter 7 of the Bankruptcy Code; (iii) appointing a Chapter 11 trustee in any of the Cases; (iv) appointing an examiner with enlarged powers beyond those set forth in sections 1104(d) and 1106(a)(3) and (4) of the Bankruptcy Code in any of the Cases; or (v) granting a change of venue with respect to any Case or any related adversary proceeding;. (cd) The Obligors will not make any payments or transfer any property on account of claims asserted by any vendors of any Loan Party Obligor for reclamation in accordance with Section 2-702 of any applicable UCC and Section 546(c) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court upon prior notice to the Administrative Agent;Agent or unless otherwise consented to by the Majority Lenders. (de) The Obligors will not return any inventory or other property to any vendor pursuant to Section 546(g) of the Bankruptcy Code, unless otherwise ordered by the Bankruptcy Court in accordance with Section 546(g) of the Bankruptcy Code upon prior notice to the Administrative Agent; orAgent or unless otherwise consented to by the Majority Lenders. (ef) (i) make payments under The Obligors shall promptly pay any management incentive plan or on account of claims or expenses arising under section 503(c) of outstanding real estate Taxes that are due and owing that would encumber the Bankruptcy Code, exceptCollateral and shall promptly pay any other such real estate Taxes when due, in each case, case other than real estate Taxes that are being disputed in amounts and on terms and conditions that good faith. (Ig) are approved by order of No Obligor shall submit to the Bankruptcy Court after notice and hearing, (II) are within a Plan of Reorganization without the limits prior written consent of the Approved Budget (subject to any Permitted Variances), and (III) as approved in writing by the Administrative AgentMajority Lenders.