Common use of Certain Other Bankruptcy Matters Clause in Contracts

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower and the Subsidiaries shall comply (i) in all respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, as such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (b) of the definition of “Approved Bankruptcy Court Order,” and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the Debtors’ “first day” and “second day” relief obtained in the Chapter 11 Cases, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (c) of the definition of “Approved Bankruptcy Court Order”. (b) The Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders in their sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of any Debtor’s material contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or DIP Superpriority Claims) or (ii) any transaction outside of the ordinary course of business with any Loan Party, if the Required Lenders inform the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object to such assumption or rejection, as applicable.

Certain Other Bankruptcy Matters. (ai) Holdings, the Borrower Borrowers and the their Subsidiaries shall comply (i) in all respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, as such order is amended the Cash Management Order and in effect from time to time in accordance with this Agreementthe Employee Wage Order, (ii) in all respects, after entry thereof, with and each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as such orders, if entered by the Bankruptcy Court, must comply withas each such order may be amended with the consent of the Agent, and only be modified from time to time in accordance with, clause (b) of the definition of “Approved Bankruptcy Court Order,” and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the Debtors’ “first day” all other obligations and “second day” relief obtained in the Chapter 11 Cases, responsibilities as such orders, if entered by debtors-in-possession under the Bankruptcy Court, must comply with, Code and only be modified from time to time in accordance with, clause (c) the Federal Rules of the definition of “Approved Bankruptcy Court Order”Procedure. (bii) The Borrower Holdings and the Borrowers shall provide at least five as soon as reasonably practicable but in any event no later than three (53) Business Days’ (or such shorter notice acceptable to the Required Lenders Agent in their sole its discretion) prior written notice to the Administrative Agent and its advisors prior of its intent to file any assumption motion or rejection notice to assume or reject any of Holdings’, any DebtorBorrower’s or any Subsidiary’s material contracts or material non-residential real property leases pursuant to Section section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the Collateral, any Liens thereon or any Junior DIP Facility Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or Junior DIP Facility Superpriority Claims) or (ii) any transaction outside of the ordinary course of business with any Loan Party, if the Required Lenders inform Agent informs Holdings and the Borrower Borrowers in writing within three two (32) Business Days of receipt of the notice from Holdings and the Borrower Borrowers referenced above that they object it objects to such assumption or rejection, as applicable. (iii) Holdings, the Borrowers and each of the Subsidiaries hereby irrevocably waive any right, pursuant to section 364(c) or 364(d) of the Bankruptcy Code or otherwise, to grant any Lien of equal or greater priority than the Liens securing the Obligations, or to approve a claim of equal or greater priority than the Junior DIP Facility Superpriority Claims, other than as expressly set forth in a Financing Order. (iv) Each Loan Party shall promptly and diligently oppose all motions filed by Persons in the Bankruptcy Court to lift the Automatic Stay on Collateral with a fair market value in excess of $1,000,000 (other than motions filed by the Agent relating to the DIP Junior Facility or filed by the DIP ABL Loan Agent relating to the DIP ABL Facility or by the Prepetition ABL Agent relating to the Prepetition First Lien ABL Credit Agreement), all motions filed by Persons in the Bankruptcy Court to terminate the exclusive ability of the Debtors to file a chapter 11 plan, and all other motions filed by Persons in the Bankruptcy Court that, if granted, could reasonably be expected to have a material adverse effect on the Agent or any Lender or any Collateral. (v) Any and all Material Documents filed by the Debtors in the Chapter 11 Cases shall be in form and substance satisfactory to the Agent.

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower and the Subsidiaries shall comply (i) in all respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, the Cash Management Order and the SSA Order, as each such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (b) of the definition of “Approved Bankruptcy Court Order,” and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the NewPage Debtors’ “first day” and “second day” relief obtained in the Chapter 11 Cases, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (c) of the definition of “Approved Bankruptcy Court Order”. (b) The Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders Administrative Agent in their its sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of any DebtorLoan Party’s or any other Subsidiary’s material contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the ABL Priority Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of ABL Priority Collateral or the priority of any such Liens or DIP Superpriority Claims), (ii) transactions contemplated by the Shared Services Agreement or (iiiii) any transaction outside of the ordinary course of business with any Loan PartyVerso Entity, if the Required Lenders inform Administrative Agent informs the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object it objects to such assumption or rejection, as applicable.

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower and the Subsidiaries shall comply (i) in all material respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, the Cash Management Order and the SSA Order, as each such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all material respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (b) of the definition of “Approved Bankruptcy Court Order,” and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the Debtors’ “first day” and “second day” relief obtained in the Chapter 11 Cases, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (c) of the definition of “Approved Bankruptcy Court Order”. (b) The Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders Administrative Agent in their its sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of any DebtorLoan Party’s or any other Subsidiary’s material contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts impacts, in any material respect (i) any Collateral of the type described in the definition of “ABL Priority Collateral” set forth in the Senior Lien Intercreditor Agreement, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of any such Collateral or the priority of any such Liens or DIP Superpriority Claims), (ii) transactions contemplated by the Shared Services Agreement or (iiiii) any transaction outside of the ordinary course of business with any Loan PartyNewPage Excluded Entity, if the Required Lenders inform Administrative Agent informs the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object it objects to such assumption or rejection, as applicable.

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower The Loan Parties and the Subsidiaries shall comply (i) in all material respects, after entry thereof, with all of the requirements and obligations set forth in the Financing OrdersCash Management Order and the Cash Collateral Order, as such order is orders are amended and in effect from time to time in accordance with this Agreement, (ii) in all material respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as each such orders, if entered by the Bankruptcy Court, must comply with, order is amended and only be modified from time to time in effect in accordance withwith this Agreement (including, for the avoidance of doubt, the requirements set forth in clause (b) of the definition of “Approved Bankruptcy Court Order,” ”) and (iii) in all material respects, after entry thereof, with the orders DIP Order (to the extent not covered by subclause (i) or (ii) above) approving the Debtors’ “first day” and “second day” relief and any pleadings seeking to establish material procedures for administration of the Cases or approving significant or material transactions (including, for the avoidance of doubt, the rejection, assumption, assumption and amendment or assignment of any aircraft leases) and all obtained in the Chapter 11 Cases, as each such orders, if entered by the Bankruptcy Court, must comply with, order is amended and only be modified from time to time in effect in accordance withwith this Agreement (including, for the avoidance of doubt, the requirements set forth in clause (c) of the definition of “Approved Bankruptcy Court Order”). (b) The Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders Administrative Agent in their its sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of the U.K. SAR Contract or any DebtorLoan Party’s material contracts or material non-residential real property leases any other Subsidiary’s other Material Contracts (including pursuant to Section 365 of the Bankruptcy Code, ) and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) would be materially adverse to the Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or DIP Superpriority Claims) or (ii) any transaction outside interests of the ordinary course of business with any Secured Parties. (c) The Loan Party, if Parties shall retain a financial advisor acceptable to the Required Lenders inform (it being understood that Xxxxxxxx Xxxxx has been retained and is acceptable) and the Borrower in writing within three (3) Business Days of receipt of the Lenders shall be provided access upon reasonable prior notice from the Borrower referenced above that they object to such assumption or rejection, as applicablefinancial advisor.

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower and the Subsidiaries shall comply (i) in all respects, after entry thereof, with all of the requirements and obligations set forth in the Financing Orders, the Cash Management Order and the SSA Order, as each such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (b) of the definition of “Approved Bankruptcy Court Order,” and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the NewPage Debtors’ “first day” and “second day” relief obtained in the Chapter 11 Cases, as such orders, if entered by the Bankruptcy Court, must comply with, and only be modified from time to time in accordance with, clause (c) of the definition of “Approved Bankruptcy Court Order”. (b) The Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders Administrative Agent in their its sole discretion) prior written notice to the Administrative Agent and its advisors prior to any assumption or rejection of any DebtorLoan Party’s or any other Subsidiary’s material contracts or material non-residential real property leases pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the Non-ABL Priority Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Non-ABL Priority Collateral or the priority of any such Liens or DIP Superpriority Claims), (ii) transactions contemplated by the Shared Services Agreement or (iiiii) any transaction outside of the ordinary course of business with any Loan PartyVerso Entity, if the Required Lenders inform Administrative Agent informs the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object it objects to such assumption or rejection, as applicable.

Certain Other Bankruptcy Matters. (a) Holdings, the Borrower The Loan Parties and the Subsidiaries shall comply (i) in all material respects, after entry thereof, with all of the requirements and obligations set forth in the Financing OrdersOrders and the cash management order, as each such order is amended and in effect from time to time in accordance with this Agreement, (ii) in all material respects, after entry thereof, with each order of the type referred to in clause (b) of the definition of “Approved Bankruptcy Court Order”, as each such orders, if entered by the Bankruptcy Court, must comply with, order is amended and only be modified from time to time in effect in accordance withwith this Agreement (including, for the avoidance of doubt, the requirements set forth in clause (b) of the definition of “Approved Bankruptcy Court Order,” ”) and (iii) in all material respects, after entry thereof, with the orders (to the extent not covered by subclause (i) or (ii) above) approving the Debtors’ “first day” and “second day” relief and any pleadings seeking to establish material procedures for administration of the Cases or approving significant or material outside the ordinary course of business transactions and all obtained in the Chapter 11 Cases, as each such orders, if entered by the Bankruptcy Court, must comply with, order is amended and only be modified from time to time in effect in accordance withwith this Agreement (including, for the avoidance of doubt, the requirements set forth in clause (c) of the definition of “Approved Bankruptcy Court Order”). (b) The Each of Holdco and the Borrower shall (i) provide to the Administrative Agent prompt written notice of a Responsible Officer obtaining Knowledge of any state of facts, circumstance, change, development, event, condition or occurrence that, individually or in the aggregate, could reasonably be expected to result in any Master Lease Specified Event and (ii) consult the Administrative Agent from time to time on a timely manner with respect to the matters described in Section 5.16(b)(i) prior to taking any action that could reasonably be expected to result in any Master Lease Specified Event. Without limiting the generality of the foregoing, the Borrower shall provide at least five (5) Business Days’ (or such shorter notice acceptable to the Required Lenders in their sole discretion) prior written notice to the Administrative Agent and its advisors prior to any filing of a motion for assumption or rejection of the Master Lease or any DebtorLoan Party’s material contracts or material non-residential real property leases any other Subsidiary’s other Material Contracts pursuant to Section 365 of the Bankruptcy Code, and no such contract or lease shall be assumed or rejected, if such assumption or rejection adversely impacts (i) the Collateral, any Liens thereon or any DIP Superpriority Claims payable therefrom (including, without limitation, any sale or other disposition of Collateral or the priority of any such Liens or DIP Superpriority Claims) or (ii) any transaction outside of the ordinary course of business with any Loan Party, if the Required Lenders inform the Borrower in writing within three (3) Business Days of receipt of the notice from the Borrower referenced above that they object to such assumption or rejection, as applicable.