Common use of Certain Bankruptcy Events Clause in Contracts

Certain Bankruptcy Events. Either Borrower shall fail to comply with any of the provisions of the Financing Orders; a trustee shall be appointed in any Chapter 11 Case; an examiner shall be appointed in any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliate; a Borrower or any Affiliate shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable to Lender in its sole discretion; a Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers that has an aggregate book value in excess of $250,000 or with respect to any of the Collateral (without regard to its value); an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them in the Chapter 11 Cases that are due and payable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with Lender's Liens, upon any Collateral, in each case without Lender's prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower shall challenge the validity, perfection or priority of any Liens of Lender securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents; or, without Lender's consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002.

Certain Bankruptcy Events. Either Borrower shall fail to comply with any of the provisions of the Financing OrdersOrders in any material respect; a trustee shall be appointed in any Chapter 11 Case; an examiner shall be appointed in any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a 7; Borrower or any Affiliate; a Borrower or any Affiliate shall obtain Nevada Bankruptcy Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable deemed by the Professional Person serving as Borrower’s financial advisor to Lender in its sole discretionbe fair and reasonable; a Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's ’s prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Nevada Bankruptcy Court shall enter an order granting to any Person (other than Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers Borrower that has an aggregate book value in excess of $250,000 75,000 or with respect to terminate or otherwise exercise remedies under any material agreement, document or instrument which is entered into after the Petition Date, whether or not it relates to any of the Collateral (without regard to its value)Debt; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them in the Chapter 11 Cases that are due and payable on such date; a Borrower shall file a motion or other request with the Nevada Bankruptcy Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Lender's Liens, upon any Collateral, Collateral (in each case (i) without Lender's ’s prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim consent or (ii) if such motion fails to contemplate payment in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower shall challenge the validity, perfection or priority of any Liens of Lender securing the Pre-Petition Debt or the validity or enforceability of any full of the Pre-Petition Loan Documents; or, without Lender's consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002Obligations).

Certain Bankruptcy Events. Either Any Borrower shall fail to comply with any of the provisions of the Financing OrdersOrders in any material respect; a trustee shall be appointed in any Chapter 11 Case; an examiner shall be appointed in any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliate7; a Borrower or any Affiliate Borrowers shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower Borrowers any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment excluding any Acquisition Transaction as defined in accordance with SECTION 7.2.4the Acquisition Agreement) on terms that are not acceptable to Lender in its sole discretion; a the Final Financing Order is not entered by October 22, 2002; any Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's ’s prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers any Borrower that has an aggregate book value in excess of $250,000 or with respect to terminate or otherwise exercise remedies under any material agreement, document or instrument which is entered into after the Petition Date, whether or not it relates to any of the Collateral (without regard to its value)Debt; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them in the Chapter 11 Cases that are due and payable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Lender's Liens, upon any Collateral, Collateral (in each case (i) without Lender's ’s prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim consent or (ii) if such motion fails to contemplate payment in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower shall challenge the validity, perfection or priority of any Liens of Lender securing the Pre-Petition Debt or the validity or enforceability of any full of the Pre-Petition Loan DocumentsObligations); or, without Lender's ’s consent, a Borrower any Obligor shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002Collateral.

Certain Bankruptcy Events. Either Any Borrower shall fail to comply with any of the provisions of the Financing OrdersOrders in any material respect; a trustee shall be appointed in any Chapter 11 Case; an examiner shall be appointed in any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliate7; a Borrower or any Affiliate Borrowers shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower Borrowers any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment excluding any Acquisition Transaction as defined in accordance with SECTION 7.2.4the Acquisition Agreement) on terms that are not acceptable to Lender in its sole discretion; a the Final Financing Order is not entered by October 22, 2002; any Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers any Borrower that has an aggregate book value in excess of $250,000 or with respect to terminate or otherwise exercise remedies under any material agreement, document or instrument which is entered into after the Petition Date, whether or not it relates to any of the Collateral (without regard to its value)Debt; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them in the Chapter 11 Cases that are due and payable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Lender's Liens, upon any Collateral, Collateral (in each case (i) without Lender's prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim consent or (ii) if such motion fails to contemplate payment in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower shall challenge the validity, perfection or priority of any Liens of Lender securing the Pre-Petition Debt or the validity or enforceability of any full of the Pre-Petition Loan DocumentsObligations); or, without Lender's consent, a Borrower any Obligor shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002Collateral.

Certain Bankruptcy Events. Either Borrower shall fail to comply ------------------------- with any of the provisions of the DIP Orders; the Final Financing OrdersOrder is not entered by the Court on or before July 31, 1999; Term Lender has not funded at least $15,350,000 of the term loans (less up to $1,500,000 for reserves by Term Lender against pre-petition Liens affecting collateral security against primary security for the Debt under the Term Lender Documents) under the Term Lender Documents on or before the sooner to occur of July 31, 1999, or the fifth Business Day after entry of the Final Financing Order; a trustee shall be appointed in any the Chapter 11 Case; an examiner shall be appointed in any the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for 7; Borrower shall seek confirmation by the Court of any such dismissal or conversion shall be filed by a Borrower or any Affiliate; a Borrower or any Affiliate shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable to Lender Lenders in its their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing DIP Orders or, without each Lender's prior written consent, either of the Financing DIP Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Agent or any Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers Borrower that has an aggregate book value in excess of $250,000 100,000 or with respect to any of the Collateral (without regard to its value); an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers Borrower shall not have sufficient Availability on any date to pay, pay administrative costs or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them it in the Chapter 11 Cases that Case as and when such expenses are due and payable on such datepayable; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with LenderAgent's Liens, upon any Collateral, in each case without LenderAgent's and Lenders' prior written consent; an application shall be filed by a or Borrower for the approval of (or any superpriority claim in any Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower Committee) shall challenge the validity, perfection or priority of any Liens of Lender Agent securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents; or, without Lender's consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002.

Certain Bankruptcy Events. Either Borrower shall fail to comply with any of the provisions of the Financing OrdersOrders in any material respect; a trustee shall be appointed in any the Chapter 11 Case; an examiner shall be appointed in any the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliate7; a Borrower or any Affiliate shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrower if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable to Lender Lenders in its their sole discretion; any substantial part of Borrower's assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without each Lender's prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person (other than Agent, any Lender or any lessor under an equipment lease) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers Borrower that has an aggregate book value in excess of $250,000 or with respect to any of the Collateral (without regard to its value)250,000; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers Borrower shall not have sufficient Availability to pay on any date to payor within two Business Days of such date, or shall otherwise fail to pay as and when due and payable, all administrative costs and or expenses of administration that are incurred by them it in the Chapter 11 Cases Case that are due and payable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming LienLien (in each case (i) without Agent's or Lenders' prior written consent or (ii) if such motion fails to contemplate payment in full of the Obligations), or Lien of equal priority with LenderAgent's Liens, upon any Collateral, in each case without LenderAgent's and Lenders' prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim in any the Chapter 11 Case that is pari passu PARI PASSU with or senior to the Obligations or any of the Pre-Petition Debt or there shall arise or be granted any such pari passu PARI PASSU or senior superpriority claim; a Borrower shall challenge the validity, perfection or priority of any Liens of Lender Agent securing the Pre-Petition Debt or the validity or enforceability of any of the Pre-Petition Loan Documents; or, without Agent's and the Required Lender's consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002Collateral.

Certain Bankruptcy Events. Either Borrower shall fail to comply with any of the provisions of the Financing Orders; a trustee shall be appointed in any the Chapter 11 Case; an examiner shall be appointed in any the Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any the Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for any such dismissal or conversion shall be filed by a Borrower or any Affiliatefiled; a Borrower or any Affiliate shall obtain Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a Borrower any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are not acceptable to Lender in its sole discretion; any substantial part of Borrower’s assets, other than the Collateral, shall be sold by Borrower and, as a consequence of such sale, Borrower is not able to continue its business operations in substantially the same manner as was conducted by it prior to such sale; Borrower shall file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's ’s prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Court shall enter an order granting to any Person other than Lender relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers Borrower that has an aggregate book value in excess of $250,000 100,000 or with respect to any of the Collateral (without regard to its value)) and the Borrower consents to such relief without the Lender’s prior written consent; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other PersonPerson without the prior written consent of the Lender; Borrowers Borrower shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them it in the Chapter 11 Cases Case that are due and payable on such date; a Borrower shall file a motion or other request with the Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(d) of the Bankruptcy Code secured by a priming Lien, or Lien of equal priority with Lender's ’s Liens, upon any Collateral, in each case without Lender's ’s prior written consent; an application shall be filed by a Borrower for the approval of any superpriority claim in any the Chapter 11 Case that is pari passu with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claim; a Borrower (or any Committee) shall challenge the validity, perfection or priority of any Liens of Lender securing the Pre-Petition Debt Obligations or the validity or enforceability of any of the Pre-Petition Loan DIP Financing Documents; or, without Lender's ’s consent, a Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned or used by EFA; Borrowers' disclosure statement with respect to an Acceptable Plan shall not have been approved by order of the Court on or before January 31, 2002; or an Acceptable Plan shall not have been confirmed by order of the Court on or before March 30, 2002Collateral.

Certain Bankruptcy Events. Either Borrower Borrowers shall fail to comply with any of the provisions of the Financing OrdersOrders in any material respect; a trustee shall be appointed in any Chapter 11 Case; an examiner shall be appointed in any Chapter 11 Case with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; any Chapter 11 Case shall be dismissed or converted to a case under Chapter 7 or a motion for 7; any such dismissal or conversion shall be filed by a Borrower or any Affiliate; a Borrower or any Affiliate shall obtain Bankruptcy Court approval of a disclosure statement for a Reorganization Plan other than an Acceptable Plan Plan, or a Confirmation Order shall be entered with respect to a Reorganization Plan (regardless of the identity of the proponent of such Reorganization Plan) proposed by a Person other than Borrowers if such Reorganization Plan is not an Acceptable Plan; there shall be filed by a any Borrower shall, without Lender's consent, file any motion to sell all or a substantial part of the Collateral (other than a sale by CMI of its Equipment in accordance with SECTION 7.2.4) on terms that are do not acceptable to Lender in its sole discretionprovide for the termination of the DIP Facility and the Full Payment of the Obligations (including the Early Termination Fee) concurrently with the closing of such transaction; a the Final Financing Order is not entered by January 28, 2005; any Borrower shall shall, without Lender's consent, file any motion to alter, amend, vacate, supplement, modify, or reconsider, in any respect, either of the Financing Orders or, without Lender's prior written consent, either of the Financing Orders is amended, vacated, stayed, reversed or otherwise modified; the Bankruptcy Court shall enter an order granting to any Person (other than Lender Lender) relief from the automatic stay to foreclose upon a Lien with respect to any Property of Borrowers any Borrower that has an aggregate book value in excess of $250,000 50,000 or with respect to terminate or otherwise exercise remedies under any material agreement, document or instrument which is entered into after the Closing Date, whether or not it relates to any of the Collateral (without regard to its value)Debt; an order shall be entered for the substantive consolidation of the Estate of a Borrower with any other Person; Borrowers shall not have sufficient Availability on any date to pay, or shall otherwise fail to pay as and when due and payable, all costs and expenses of administration that are incurred by them in the Chapter 11 Cases that are due and payable on such date; a Borrower shall file a motion or other request with the Bankruptcy Court seeking authority to use any cash proceeds of the Collateral or to obtain any financing under Section 364(c) or Section 364(d) of the Bankruptcy Code or otherwise secured by a priming Lien, or Lien of equal priority with Lender's Liens, upon any Collateral, Collateral (in each case 1. without Lender's prior written consentconsent and 1. if such motion fails to contemplate payment in full of the Obligations (including the Early Termination Fee) and termination of the DIP Facility); an application any other security interest, Lien, claim or encumbrance shall be filed by a Borrower for the approval of any superpriority claim in any Chapter 11 Case that granted which is pari passu PARI PASSU with or senior to the Obligations or there shall arise or be granted any such pari passu or superpriority claimclaims of Lender in Borrowers' Chapter 11 Case, excepted as contemplated by the Financing Orders; a Borrower shall challenge the validity, perfection or priority grant of any Liens super priority administrative expense claim or any lien which is PARI PASSU with or senior to those of Lender securing Lender; any payment of pre-petition debt except as explicitly contemplated by the Pre-Petition Debt or the validity or enforceability of any of Financing Orders with respect to the Pre-Petition Loan DocumentsAgreements; orthe sale of all or substantially all of the assets of any of Borrowers to any Person; there shall be any challenge to the extent, validity, priority or unavoidability of any liens of Lender securing the DIP Facility or any of the obligations thereunder; an Acceptable Plan, shall not have been filed with the Bankruptcy Court by May 31, 2005; an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying any Financing Order; there shall occur a post-petition event which causes or would cause a material adverse change or a material adverse effect on the ability of any Borrower to perform its obligations under the DIP Facility or to continue the operation of its business; without Lender's consent, a any Borrower shall discontinue or suspend all or any material part of its business operations as conducted by such Borrower on the Petition Date or EFA shall commence an orderly wind-down or liquidation of any material part of the Collateral owned Collateral; any application shall be filed by any Borrower for the approval of any other super-priority claim in the Chapter 11 Cases which is PARI PASSU with or used by EFAsenior to the claims of Lender against Borrowers or there shall arise such claim, except for such application which provides that as a condition precedent to such action the Full Payment of the Obligations hereunder and the termination of the Commitment hereunder; Borrowers' disclosure statement an order shall be entered which provides relief from the automatic stay otherwise imposed pursuant to Section 362 of the Bankruptcy Code, which order permits any creditor other than Lender to realize upon or to exercise any right or remedy with respect to the Collateral (other than any such right or remedy exercised in respect of those Liens listed on Schedule 8.1(d) hereof which do not relate to the Pre-Petition Loan Agreements) or to terminate any license, franchise, lease or similar arrangement, where such relief could have a Material Adverse Effect; or any order of adequate protection is provided by the Bankruptcy Court in the Chapter 11 Case in favor of any of Borrowers' pre-petition creditors without the consent of Lender or any such adequate protection is modified or expanded without the consent of Lender (except for adequate protection paid to equipment owners, lienholders and lessors pursuant to an Acceptable Plan shall not have been approved by order of the Bankruptcy Court on or before January 31, 2002; or an Acceptable Plan shall after notice to Lender not have been confirmed by order of to exceed amounts set forth in the Court on or before March 30, 2002Budget under "Lease Payments" PLUS $75,000 in the aggregate).