Common use of Chapter 11 Cases Clause in Contracts

Chapter 11 Cases. From and after the Interim DIP Order Date to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided in the DIP Orders, as applicable, and except for the Carve-Out, 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 Administrative Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the prior written consent of the Administrative Agent and the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Administrative Agent or any Lender with respect to any 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 the Bankruptcy Court after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with the prior written consent of the Administrative Agent and 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 without consulting with the Administrative Agent and providing the Administrative Agent and the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable 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 Administrative Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Default.

Chapter 11 Cases. From (i) the entry of an order dismissing any of the Chapter 11 Cases of the Borrowers or converting either of the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Code, or any filing by any Borrower of a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion; (ii) a trustee, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and after (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order Date to and until Full Paymentor the Final DIP Financing Order, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims whether by appeal or Liens provided in the DIP Orders, as applicable, and except for the Carve-Out, incur, create, assume, suffer to exist or permitotherwise, or file the filing by any Borrower of an application, motion seeking, any or other DIP Superpriority Claim which is pari passu with, or senior to the claims and Liens of, the Administrative Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicablepleading seeking entry of such an order, without the prior written consent of the Administrative Agent Requisite Lenders and the Required Lenders.Agent; (civ) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Administrative Agent or any Lender with respect to any Loan Document, or entry of an order in any of the liens, claims, rights, benefits Chapter 11 Cases granting relief from any stay 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 the Bankruptcy Court after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents proceeding (including the Budget Covenant and the Approved Budget, subject automatic stay) so as to allow a third party to proceed with foreclosure against any Permitted Variance), or otherwise with assets of either Borrower without the prior written consent of the Administrative Requisite Lenders and the Agent; (a) the entry of a Final Order in the Chapter 11 Cases (1) charging any of the Collateral under section 506(c) of the Bankruptcy Code against the Lenders, (2) avoiding or requiring disgorgement by any of the Lenders of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Required Requisite Lenders., the entry of an order in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (evii) File without the consent of the Lenders, the entry of an order in any material of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or application with support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court with regard in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to actions taken outside the Ordinary Course of Business claims of the Debtors without consulting with the Administrative Agent and providing the Administrative Agent and or any of the Lenders prior or (in ii) avoiding any case, not less than two (2) Business Days’ (Liens held by the Agent or as soon as reasonably practicable if two (2) Business Days in advance is not reasonably practicable)) notice and any of the opportunity to review and comment on each such motion.Lenders; (fxi) Subject to the applicable DIP Order, object to, contest, delay, prevententry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or interfere in any manner with, Borrower files or support the exercise filing of any rights and remedies pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Administrative Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Default.Chapter 11 Cases;

Chapter 11 Cases. From and after the Interim DIP Order Date to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided in the DIP Orders, as applicable, and except Except for the Carve-Out, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim superpriority claim which is pari passu with, or senior to the claims claims, security interests and Liens of, the Administrative Agent Agent, Lenders and Lendersany other Secured Parties. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the prior written consent of the Administrative Agent and the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Administrative Agent or Agent, any Lender (or Affiliate thereof) or the holders of the 6% Notes with respect to any this Agreement, the other Loan DocumentDocuments, or any of the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby, the 6% Notes Documents, the other documents or agreements executed or delivered in connection therewith or the transactions contemplated thereby. (d) Make (i) any Prepetition prepetition “critical vendor” payments or other payments on account of any creditor’s Prepetition 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 order of the Bankruptcy Court after notice and a hearing, hearing and (b) are expressly permitted by, and in compliance with, by the terms of the Loan Documents (and within the limits, including the Budget Covenant and any allowed variance, of the Approved Budget, subject to any Permitted Variance), Budget or otherwise with the prior written consent of the Administrative Agent and the Required Lenders. (e) File any material motion or application with the Bankruptcy Court with regard to actions taken outside the Ordinary Course ordinary course of Business business of the Debtors Loan Parties without consulting with the Administrative Agent Lenders and providing the Administrative Agent and the Lenders prior (in any case, not less than two (2) Business Days’ (or such lesser time as soon as reasonably practicable if two (2) Business Days may be acceptable to Required Lenders in advance is not reasonably practicabletheir sole discretion)) 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 Administrative Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Default.

Chapter 11 Cases. From and after the Interim DIP Order Date to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided of permitted in the DIP Orders, as applicable, and except for the Carve-Out, 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 Administrative Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the prior written consent of the Administrative Agent and the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the Administrative Agent any Agent, any Lender or any Lender Prepetition Secured Party with respect to any Loan 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 prepetition “critical vendor” payments or other payments on account of any creditor’s Prepetition 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 the Bankruptcy Court Chapter 11 Order after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with the prior written consent of the Administrative Agent and 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 without consulting with the Administrative Agent Lenders and providing the Administrative Agent and the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable 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 Administrative Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Default.

Chapter 11 Cases. From and after the Interim DIP Order Date to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided in the DIP Orders, as applicable, and except Except for the Carve-Out, incur, create, assume, suffer to exist or permit, or file any motion seeking, permit any other DIP Superpriority Claim which is pari passu with, with or senior to the claims and Liens of, of the Administrative Agent and LendersLenders against the Loan Parties or the adequate protection Liens or claims, if any, of the Prepetition Agent or Prepetition Lenders against the Loan Parties, except as set forth in the Interim Order or Final Order, as applicable. (b) Make or permit to be made any amendment or change to the DIP OrdersInterim Order or the Final Order. (c) File an application for the approval of any superpriority claim or any Lien in any of the Chapter 11 Cases that is pari passu with or senior to the Liens securing the Obligations, Liens securing the obligations under the Prepetition Credit Agreement, or any Liens granted by the Bankruptcy Court to the Prepetition Agent on behalf of itself and the Prepetition Lenders as applicable, adequate protection for the Prepetition Agent’s prepetition Liens without the prior written consent of the Administrative Agent and the Required LendersPrepetition Agent. (cd) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against Administrative Agent, any Lender, the Administrative Prepetition Agent or any Prepetition Lender with respect to any this Agreement, the other Loan DocumentDocuments, or any of the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby, the Prepetition Credit Agreement, the other documents or agreements executed or delivered in connection therewith or the transactions contemplated thereby. (de) Make The Loan Parties shall not make (i) any Prepetition prepetition “critical vendor” payments or other payments on account of any creditor’s Prepetition 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 each case in amounts and on terms and conditions that (a) are approved by order of the Bankruptcy Court after notice and a hearing, hearing and (b) are expressly permitted by, and in compliance with, by the terms of the Loan Documents (and within the limits, including the Budget Covenant and the Approved Budgetany allowed variance, subject to any Permitted Variance), or otherwise with the prior written consent of the Administrative Agent and 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 without consulting with the Administrative Agent and providing the Administrative Agent and the Lenders prior (in any case, not less than two (2) Business Days’ (or as soon as reasonably practicable 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 Administrative Agent or the Lenders with respect to the Collateral following the occurrence and during the continuance of an Event of Defaultapproved Thirteen Week Forecast.

Chapter 11 Cases. From and after the Interim DIP Order Date to and until Full Payment, Obligors shall not: (ai) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided in the DIP Orders, as applicable, and except Except for the Carve-Out, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim superpriority claim which is pari passu with, or senior to the claims and Liens ofto, the Administrative Agent and Obligations (except as may be set forth in the Orders or the Hedging Order) without the prior written consent of the Required Lenders. (bii) Incur, create, assume, suffer to exist or permit or file any motion seeking, any lien which is pari passu with, or senior to, the liens granted hereunder (except as may be set forth in the Orders or the Hedging Order) without the prior written consent of the Required Lenders. (iii) Make or permit to be made any amendment amendment, modification, supplement or change to the DIP Orders, the Cash Management Order or the Hedging Order, as applicable, (other than technical modifications to correct grammatical, ministerial or typographical errors) without the prior written consent of the Administrative Agent and the Required LendersLenders (which may be evidenced by email). (civ) Commence any adversary proceeding, contested matter or other action (or otherwise support any party) asserting any claims or defenses or otherwise against (or asserting any surcharge under section 506(c) or otherwise against) the Administrative Agent, any Lender, any other Secured Party and any of the Pre-Petition RBL Lenders, Pre-Petition RBL Agent, Pre-Petition Term Loan Lenders or Pre-Petition Term Loan Agent or any Lender with respect to any this Agreement, the other Loan DocumentDocuments, or any of the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby, the Pre-Petition RBL Loan Documents, the Pre-Petition Term Loan Documents, the other documents or agreements executed or delivered in connection therewith or the transactions contemplated 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 the Bankruptcy Court after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with the prior written consent of the Administrative Agent and the Required Lenders. (ev) File any material motion or application with the Bankruptcy Court with regard to actions taken outside the Ordinary Course ordinary course of Business business of the Debtors Credit Parties without consulting with the Administrative Agent Lenders or their advisors and providing the Administrative Agent and the Lenders or their advisors prior (in any case, not less than two (2) Business Days’ (or such lesser time as soon as reasonably practicable if two (2) Business Days may be acceptable to Required Lenders in advance is not reasonably practicabletheir reasonable discretion)) notice and the opportunity to review and comment on each such motion. (fa) Subject Obtain or seek to obtain any stay from the applicable DIP Order, object to, contest, delay, prevent, or interfere in any manner with, Bankruptcy Court on the exercise of any rights and remedies by the Administrative Agent Agent’s or any Lender’s remedies hereunder or under any other Loan Document, except as specifically provided in the Lenders Orders, or (b) without the consent of the Required Lenders, file, solicit votes with respect to or support any chapter 11 plan or debtor in possession financing unless such plan is the Collateral following the occurrence and during the continuance Plan of an Event of DefaultReorganization.

Chapter 11 Cases. From and after the Interim DIP Order Date (i) Any Chapter 11 Case shall be dismissed or converted to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens a case under chapter 7 of the Administrative Agent arising from this AgreementBankruptcy Code or any Debtor shall file a motion or other pleading seeking the dismissal or conversion of any Chapter 11 Case pursuant to Bankruptcy Code section 1112 or otherwise; or (ii) a trustee, and responsible officer, or an examiner (other than the adequate protection claims a fee examiner) pursuant to Bankruptcy Code section 1104 shall be appointed or Liens provided in the DIP Orderselected, as applicable, and except in any Chapter 11 Case, any Debtor shall apply for, consent to, or acquiesce in, any such appointment, or the Bankruptcy Court shall enter an order providing for such appointment; (b) Any Debtor shall file a motion or application for the approval of any superpriority claim, lien or security interest in the Chapter 11 Cases (other than the Carve-Out, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim which ) that is pari passu with, or senior to claims, liens and interests of the Administrative Agent, the Collateral Agent and the Lenders; (c) Any Debtor creates or incurs, or the Bankruptcy Court enters an order granting, any claim, lien or security interest that is pari passu with, or senior to, any of the liens, claims and Liens ofor security interests granted to the Lenders, the Administrative Agent and Lenders.the Collateral Agent; (bd) Make Without the consent of the Required Lenders in their sole discretion, an order shall be entered reversing, staying, vacating, extending, supplementing, modifying or permit amending the Final DIP Order, or any Debtor shall file an application, motion or other pleading, or shall consent to the filing of such application, motion or other pleading seeking the foregoing; (e) Without the consent of the Required Lenders in their sole discretion, the date any provision of the Final DIP Order for any reason ceases to be made valid and binding or any amendment Debtor so asserts in any pleading filed in any court; (f) The Debtors, subject to permitted variances and Section 10.10 of this Agreement, shall not use the Loans and Collateral in a manner consistent with the Approved Budget and otherwise comply in any respect with any provision of the Final DIP Order; (g) the Bankruptcy Court shall enter an order or change orders granting relief from the automatic stay to the holder or holders of any security interest to proceed against, including foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any of the Debtor’s assets (other than in respect of insurance proceeds or with respect to assets having a fair market value of less than $1,000,000); (h) Following the entry of the Final DIP OrdersOrder, as applicablean order of the Bankruptcy Court (or any other court of competent jurisdiction) shall be entered against any Lender regarding the Loans that has an adverse effect on such Lender’s rights and remedies hereunder; or any Debtor shall file a motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking the foregoing; (i) Debtor’s use or support of any portion of the Loans or Collateral to challenge the validity, perfection, priority, extent or enforceability of the Loans or the prepetition obligation or the Liens on the assets of the Debtors securing the Loans or the prepetition obligations; (j) Any Debtor’s support of any investigation or assertion of any claims against any Lender or any Agent; (k) Filing by any Debtor of any motion or proceeding, or the entry of any order by the Bankruptcy Court, which could have material impairment of the Lender’s rights under the Credit Documents; (l) An order shall be entered reversing, staying, vacating, terminating, modifying or amending the Sale Order, in each case without the prior written consent of the Administrative Agent and Required Lenders in their sole discretion, or any Debtor shall file a motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking the Required Lenders.foregoing; (cm) Commence Any material breach of, or failure to perform by Debtors of any of their agreements, covenants, representations or warranties contained in the Asset Purchase Agreement or in the Sale Order, which continues unremedied or uncured beyond any applicable notice or grace period set forth therein; (n) The termination of the Asset Purchase Agreement pursuant to Section 11 thereof prior to the APA Closing Date; (o) Payment of or granting adequate protection with respect to prepetition claims other than as approved by the Bankruptcy Court on or prior to the Effective Date or provided for in the Final DIP Order; or any Debtor shall file a motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking the foregoing; (p) A final non-appealable order of the Bankruptcy Court shall be entered that provides for the recovery from any portions of the Collateral of any costs or expenses of preserving or disposing of such Collateral under section 506(c) of the Bankruptcy Code; or any Credit Party shall bring a motion in the Chapter 11 Cases seeking, or otherwise consent to, authority from the Bankruptcy Court (i) to recover from any portions of the Collateral any costs or expenses of preserving or disposing of such Collateral under section 506(c) of the Bankruptcy Code or (ii) to effect any other action or actions (x) materially adverse to the Administrative Agent, the Collateral Agent or the Lenders or their rights and remedies hereunder or their interest in the Collateral or (y) inconsistent with the Credit Documents in any material respect; (i) The commencement of any adversary proceeding, contested matter or other action by any Credit Party either asserting any claims or and defenses or otherwise against any of the Prepetition Secured Parties (as defined in the Final DIP Order) under the Prepetition Credit Agreement with respect to the obligations of any Credit Party thereunder or the liens granted to secure the obligations under the Prepetition Credit Agreement, except as may be permitted under the Final DIP Order; (r) The occurrence of any “Event of Default” under the Final DIP Order; or (s) Any DIP Claims and Liens granted with respect to the Loans shall cease to be valid, perfected and enforceable in all respects with the priority in the Final DIP Order, or (ii) the disallowance, expungement, extinguishment or impairment of any portion of the DIP Claims and Liens; then, except as otherwise provided in the Final DIP Order, including any applicable notice period, if any Event of Default occurs, the Administrative Agent (at the direction of the Required Lenders) and the Lenders, may, exercise any remedies available to them hereunder, the Final DIP Order and applicable non-bankruptcy law, including, taking the following actions (without further order of, or application or motion to, the Bankruptcy Court (except as otherwise expressly provided in the Final DIP Order) or any other court, and without interference from any Credit Party or any other party in interest, at the same or different times), without prejudice to the rights of the Administrative Agent, the Collateral Agent or any Lender with respect to enforce its claims against any 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.Credit Party: (d) Make (i) any Prepetition “critical vendor” payments or other payments on account declare the Total Commitment terminated, whereupon all Commitments of any creditor’s Prepetition unsecured claim, each Lender shall forthwith terminate immediately; (ii) payments on account declare the principal of claims and any accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or expenses arising under section 503(b)(9) other notice of the Bankruptcy Code or any kind, all of which are hereby waived by each Credit Party; (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 after providing five (a) are approved by the Bankruptcy Court after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents (including the Budget Covenant and the Approved Budget, subject to any Permitted Variance), or otherwise with the prior written consent of the Administrative Agent and 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 without consulting with the Administrative Agent and providing the Administrative Agent and the Lenders prior (in any case, not less than two (25) Business Days’ (or as soon as reasonably practicable if two (2) Business Days notice in advance is not reasonably practicable)) notice and accordance with the opportunity to review and comment on each such motion. (f) Subject to the applicable Final DIP Order, object enforce the guaranty and all of the Liens and security interests created pursuant to the Credit Documents and the Final DIP Order, and all other remedies under applicable law (including, but not limited to, contestthe Bankruptcy Code and the UCC), delaysubject only to satisfaction of any notice requirement set forth in the Final DIP Order; and/or (iv) after providing five (5) Business Days’ notice in accordance with the Final DIP Order, prevent, or interfere set-off any amounts held as Cash Collateral (including in any manner with, the exercise of any rights and remedies by the Administrative Agent deposit accounts or the Lenders with respect securities accounts subject to the Collateral following the occurrence and during the continuance of an Event of Defaulta Deposit Account Control Agreement or a Securities Account Control Agreement).