Common use of Chapter 11 Case Clause in Contracts

Chapter 11 Case. The Loan Parties shall not: (a) Other than the claims and Liens of the Agent arising from this Agreement, and other than the adequate protection claims as permitted in the DIP Orders, as applicable, and except for the Carve-Out and Permitted Liens, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim which is pari passu with, or senior to the claims and Liens of, the Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the consent of the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Agent, any Lender or any Prepetition Secured Party with respect to any Facility Document or any Prepetition Loan Document, or any of the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby. (d) Make (i) any prepetition “critical vendor” payments or other payments on account of any creditor’s prepetition unsecured claim, (ii) payments on account of claims or expenses arising under section 503(b)(9) of the Bankruptcy Code or (iii) payments under any management incentive plan or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except in amounts and on terms and conditions that (a) are approved by a Chapter 11 Order after notice and a hearing (if such approval is necessary under the Bankruptcy Code), and (b) are expressly permitted by, and in compliance with, the terms of the Facility Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with the prior written consent of the Required Lenders. (e) File any material motion or application with the Bankruptcy Court with regard to actions taken outside the ordinary course of business of the Debtors (other than emergency motions, retention applications, and ministerial motions) without consulting with the Lenders and providing the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable under the circumstances if two (2) Business Days in advance is not reasonably practicable)) notice and the opportunity to review and comment on each such motion. (f) Subject to the applicable DIP Order, object to, contest, delay, prevent, or interfere in any manner with, the exercise of any rights and remedies by the Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Default. It is understood and agreed that the filing of a Chapter 11 Plan or the pursuit of confirmation of a Chapter 11 Plan, confirmation of which plan shall take place solely following the Bankruptcy Court’s entry of the sale order, with the occurrence of any “effective date” or similar concept under such plan subject to the occurrence of the Closing Date, if applicable; provided that such Chapter 11 Plan is not inconsistent with the Sale Process or Sale Transaction, shall not constitute or be deemed to be a breach or default of this Agreement or of any other Facility Document, and shall not constitute or be deemed to be a Default or an Event of Default for any purpose under the Facility Documents, including, without limitation, for purposes of Section 7.1(o)(ii).

Chapter 11 Case. The Loan Parties shall notoccurrence of any of the following in any Chapter 11 Case: (a) Other than the claims and Liens bringing of a motion, taking of any action or the Agent arising from this Agreementfiling of any plan of reorganization or disclosure statement attendant thereto, and other than or the adequate protection claims as permitted entry of any order by the Bankruptcy Court in any Chapter 11 Case: (i) that (in the DIP Orders, as applicable, and except for the Carve-Out and Permitted Liens, incur, create, assume, suffer to exist or permit, or file any motion seekingcase of Borrowers, any other DIP Superpriority Claim which is pari passu with, or senior to the claims and Liens ofLoan Party, the Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the consent of the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Agent, any Lender or any Prepetition Secured Party with respect to any Facility Document or any Prepetition Loan Document, Committee or any of the liens, claims, rights, benefits members thereof) requests or protections granted hereunder or thereunder, seeks authority for Borrowers or any of the transactions contemplated hereby other Loan Party to obtain additional financing under sections 364(c) or thereby. (d) Make (i) any prepetition “critical vendor” payments or other payments on account of any creditor’s prepetition unsecured claim, (ii) payments on account of claims or expenses arising under section 503(b)(9) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (ii) except as provided in the Interim Order and/or the Final Order (as applicable), to grant any Lien other than Permitted Liens upon or affecting any Collateral; (iii) payments under any management incentive plan except as provided in the Interim Order or on account the Final Order, as the case may be, to use cash collateral or Collateral of claims or expenses arising Agent under section 503(c363(c) of the Bankruptcy Code, except in amounts and on terms and conditions that (a) are approved by a Chapter 11 Order after notice and a hearing (if such approval is necessary under the Bankruptcy Code), and (b) are expressly permitted by, and in compliance with, the terms of the Facility Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with Code without the prior written consent of the Agent and the Required Lenders. ; (eiv) File that (in the case of any material motion Borrower or application with any other Loan Party) requests or seeks authority for or that (in the case of an order entered by the Bankruptcy Court with regard on account of a request by any Borrower or any other Loan Party) approves or provides authority to take any other action or actions taken outside materially adverse to the ordinary course of business of the Debtors (other than emergency motions, retention applications, Agent and ministerial motions) without consulting with the Lenders and providing the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable under the circumstances if two (2) Business Days in advance is not reasonably practicable)) notice and the opportunity to review and comment on each such motion. (f) Subject to the applicable DIP Order, object to, contest, delay, prevent, or interfere in any manner with, the exercise of any their rights and remedies hereunder or their interest in the Collateral; or (v) the entry of any order by the Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance Bankruptcy Court in any Chapter 11 Case granting relief as described in subclauses (i) through (iv) of an Event of Default. It is understood and agreed that this Section 9.21(a); (b) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, that does not provide for the payment in full in cash of all Obligations hereunder on the effective date of such plan, or the loss by Borrowers or any other Loan Party of the exclusive right to file and solicit acceptances of a plan of reorganization; (c) the entry of an order in any of the Chapter 11 Plan Cases confirming a plan or the pursuit plans of confirmation of reorganization that does not contain a Chapter 11 Plan, confirmation of which plan shall take place solely following the Bankruptcy Court’s entry provision for termination of the sale order, with Commitments and repayment in full in cash of all of the occurrence Obligations under this Agreement on or before the effective date of any “effective date” or similar concept under such plan subject to the occurrence of the Closing Date, if applicable; provided that such Chapter 11 Plan is not inconsistent with the Sale Process or Sale Transaction, shall not constitute or be deemed to be a breach or default of this Agreement or of any other Facility Document, and shall not constitute or be deemed to be a Default or an Event of Default for any purpose under the Facility Documents, including, without limitation, for purposes of Section 7.1(o)(ii).plans;

Chapter 11 Case. The Loan Parties shall notoccurrence of any of the following in the Chapter 11 Case: (a) Other than any Loan Party, without the claims and Liens Agent’s prior written consent, files a motion with the Bankruptcy Court seeking the authority to liquidate all or substantially all of any Loan Party’s assets or capital stock unless the transactions that are the subject of the Agent arising from this Agreement, and other than motion will result in payment in full in cash of the adequate protection claims as permitted in Obligations on the DIP Orders, as applicable, and except for the Carve-Out and Permitted Liens, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim which is pari passu with, or senior to the claims and Liens of, the Agent and Lenders.closing of such sales; (b) Make other than in connection with or permit as results in the payment in full or refinancing of the Obligations, the bringing or supporting of a motion, taking of any action or the filing of any plan or disclosure statement attendant thereto by or on behalf of any Loan Party in the Chapter 11 Case: (A) to be made obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement or the Financing Orders; (B) to grant any amendment Lien other than Permitted Liens upon or change affecting any Collateral; (C) except as provided in the Interim Financing Order or Final Financing Order, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Agent; (D) that seeks to prohibit Agent or Lenders from credit bidding on any or all of the Loan Parties’ assets during the pendency of the Chapter 11 Case; or (E) any other action or actions materially adverse to the DIP Ordersinterest of the Agent or the Lenders in their capacities as such or their rights and remedies hereunder or its interest in the Collateral; (A) other than in connection with or as results in the payment in full or refinancing of the Obligations on the effective date of such plan, as applicablethe filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, by any Loan Party or, after the expiration of the Loan Parties’ exclusive right to file a plan of reorganization without the consent of the Agent, any other Person to which the Agent does not consent or otherwise agree to treatment of the respective claims of the Agent and the Lenders, (B) the entry of any order terminating the Loan Parties’ exclusive right to file a plan of reorganization without the consent of the Agent, unless such order has been reversed, stayed, or vacated within 14 days after the entry thereof, or (C) the expiration of the Loan Parties’ exclusive right to file a plan of reorganization without the consent of the Agent; (d) the entry of an order in the Chapter 11 Case confirming a plan that (A) is not acceptable to the Agent in its Permitted Discretion (it being agreed that a plan that satisfies the Obligations in full in cash on the effective date thereof is acceptable to the Agent) or (B) does not contain a provision for termination of the Commitments and repayment in full in cash of all of the Obligations under this Agreement on or before the effective date of such plan or plans; (e) the entry of an order reversing, amending, supplementing, staying, vacating or otherwise modifying the Loan Documents, the Interim Financing Order, the Final Financing Order or the Cash Management Order without the written consent of the Agent or the filing of a motion for reconsideration with respect to the Interim Financing Order or the Final Financing Order or the Interim Financing Order, the Final Financing Order or the Cash Management Order are otherwise not in full force and effect, in each case, without the consent of the Required Lenders.Agent; (cf) Commence the Final Financing Order is not entered prior to the expiration of the Interim Financing Order, and in any adversary proceedingevent within forty-five (45) days after the Petition Date; (g) except as set forth in any motions which have been delivered to and are acceptable to the Agent and as contemplated by the Approved Budget, contested matter the payment of, or application for authority to pay, any Pre-Petition Indebtedness or Pre-Petition claim without the Agent’s prior written consent; (h) the allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against the Agent, any other Lender Party or any of the ABL Priority Collateral; (i) the filing of a motion by a Loan Party or any of their respective Affiliates for, or the entry of an order directing, the appointment of an interim or permanent trustee in the Chapter 11 Case or the appointment of a receiver or an examiner in the Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of the Loan Parties; or, the sale without the Agent’s consent, of all or substantially all of the Loan Parties’ assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Case, or otherwise that does not provide for payment in full in cash of the Obligations and termination of the Revolver Commitments on the effective date of such plan or the closing of such sale; (j) the dismissal of the Chapter 11 Case, or the conversion of the Chapter 11 Case from Chapter 11 to Chapter 7 of the Bankruptcy Code, or any Loan Party files a motion or other pleading seeking the dismissal of the Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwise; (k) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (1) to allow any creditor to execute upon or enforce a Lien on any ABL Priority Collateral having a value of $250,000 (or $500,000 in the aggregate) or more, or (2) with respect to any Lien or the granting of any Lien on any ABL Priority Collateral to any state or local environmental or regulatory agency or authority; (l) the commencement of a suit or action asserting any claims or defenses or otherwise against the Agent, any Lender or any Prepetition other Lender Party in their capacities as such (or as otherwise in connection with the Obligations) by or on behalf of any Loan Party, its bankruptcy estates, any statutory committee, Chatham, holders of the Senior Secured Notes Obligations, and holders of the Junior Term Loan Obligations; (m) the entry of an order in the Chapter 11 Case avoiding or permitting recovery of any portion of the payments made on account of the Obligations; (n) the failure of any Loan Party with respect to perform any Facility Document of its obligations under the Interim Financing Order, the Final Financing Order or any Prepetition Loan Document, the Cash Management Order or any of its obligations under the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby. (d) Make (i) any prepetition “critical vendor” payments or other payments on account of any creditor’s prepetition unsecured claim, (ii) payments on account of claims or expenses arising under section 503(b)(9) order of the Bankruptcy Code or (iii) payments under Court, in each case, in any management incentive plan or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except in amounts and on terms and conditions that (a) are approved by a Chapter 11 Order after notice and a hearing (if such approval is necessary under the Bankruptcy Code), and (b) are expressly permitted by, and in compliance with, the terms of the Facility Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), material respect or otherwise with the prior written consent of the Required Lenders. (e) File any material motion or application with the Bankruptcy Court with regard to actions taken outside the ordinary course of business of the Debtors (other than emergency motions, retention applications, and ministerial motions) without consulting with the Lenders and providing the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable under the circumstances if two (2) Business Days in advance is not reasonably practicable)) notice and the opportunity respect adverse to review and comment on each such motion. (f) Subject to the applicable DIP Order, object to, contest, delay, prevent, or interfere in any manner with, the exercise of any rights and remedies by the Agent or any other member of the Lenders with respect Lender Group; (o) to the Collateral following the occurrence and during the continuance of an Event of Default. It is understood and agreed that the filing of extent a Chapter 11 Plan has not been confirmed, the failure of the Bankruptcy Court to, within one hundred twenty (120) days after the Petition Date (or such later date to which the pursuit Agent may otherwise agree), grant an order extending the time period of confirmation the Loan Parties to assume or reject unexpired leases of real property to a date that is 210 days from the Petition Date; (p) the entry of an order in the Chapter 11 Plan, confirmation of which plan shall take place solely following the Bankruptcy Court’s entry of the sale order, with the occurrence of Case granting any “effective date” other super-priority administrative claim or similar concept under such plan subject Lien equal or superior to that granted to the occurrence of Agent, the Closing Date, if applicable; provided that such Chapter 11 Plan is not inconsistent with Lenders except as set forth in the Sale Process Financing Orders or Sale Transaction, shall not constitute or be deemed to be a breach or default of this Agreement or of any other Facility Document, and shall not constitute or be deemed to be a Default or an Event of Default for any purpose under the Facility Documents, including, without limitation, for purposes of Section 7.1(o)(ii)Agreement.