Common use of Reorganization Matters Clause in Contracts

Reorganization Matters. Any of the following occurs in any Chapter 11 Case: (i) the bringing of a motion or taking of any action by a Debtor: (w) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (x) to grant any Lien other than Permitted Lien upon or affecting any Collateral; (y) except as provided in the Interim Order, Final Order or DIP Budget, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the Lenders; or (ii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not contain a provision for termination of the DIP Facility and repayment in full in cash of all the Obligations on or before the effective date of such plan or plans; or (iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Financing Documents or the Interim Order or the Final Order without the written consent of the Administrative Agent and the Lenders or the filing by a Debtor of a motion for reconsideration with respect to the Interim Order or the Final Order; or (iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or (v) the Final Order is not entered on or before the date that is 45 days after the date of entry of the Interim Order; or (vi) the payment of any Pre-Petition claim unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent of the Administrative Agent and the Lenders; or (vii) the allowance of any claim or claims under Sections 506(c) or 552(b) of the Bankruptcy Code or otherwise against the Collateral; or (viii) the appointment of an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver or an examiner in any Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of a Debtor; or (ix) the sale, without the written consent of the Administrative Agent and the Lenders, of all or substantially all of a Debtor’s assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations; or (x) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or a Debtor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwise; or (xi) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code to allow any creditor other than a Senior Secured Party to proceed against any material asset of a Debtor; or (xii) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations; or (xiii) the failure of a Debtor to perform any of its obligations under the Interim Order or the Final Order; or (xiv) the entry of an order in any of the Chapter 11 Cases granting any other super-priority claim or Lien equal or superior to the Lien of the Collateral Agent other than adequate protection Liens approved by the Bankruptcy Court in the Interim Order or the Final Order; or (xv) a Debtor engages in or supports any challenge to the validity, perfection, priority, extent or enforceability of the DIP Facility or the Pre-Petition Obligations or the liens on or security interests in the assets of such Debtor securing the DIP Facility or the Pre-Petition Obligations, including seeking to equitably subordinate or avoid the liens securing the Pre-Petition Obligations; or (xvi) a Debtor engages in or supports any investigation or asserts any claim or cause of action (or supports the assertion of the same) against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Senior Secured Parties; provided, however, it shall not constitute an Event of Default if a Debtor provides basic loan information with respect to the Pre-Petition Obligations to a party in interest or pursuant to an order of the Bankruptcy Court and provides prior written notice to the Administrative Agent and the Lenders of its intention or obligation to do so; or (xvii) any Person shall seek a Section 506(a) Determination with respect to the Pre-Petition Obligations that is unacceptable to the Pre-Petition Administrative Agent and the Pre-Petition Senior Secured Parties; or (xviii) the entry of an order extending any exclusive right that any Debtor may have to propose a plan more than 120 days after the Petition Date, or to solicit votes or to seek confirmation of plan on a date more than 180 days after the Petition Date, in either case without the written consent of the Administrative Agent and the Lenders; or (xix) Xxxxx United, LLC (or any Affiliate thereof) or Pacific Ethanol (or any Affiliate thereof) shall assert any claim (actual or contingent) (except any claim asserted by Pacific Ethanol arising out of the Asset Management Agreement) in any Case or shall challenge, contest or interfere, directly or indirectly, with any claim of any Senior Secured Party or any Pre-Petition Senior Secured Party in any Case; or (xx) any Project Document is rejected in any of the Cases without the prior consent of the Required Lenders.

Reorganization Matters. Any of the following occurs in any (a) The Chapter 11 Case: (i) Cases were commenced on the bringing of a motion or taking of any action by a Debtor: (w) to obtain additional financing under Section 364(c) or (d) of Petition Date in accordance with applicable law and proper notice thereof and the Bankruptcy Code not otherwise permitted pursuant to this Agreement; proper notice for (x) to grant any Lien other than Permitted Lien upon or affecting any Collateral; the motion seeking approval of the Loan Documents and the Interim Order and Final Order, (y) except as provided in the hearing for the approval of the Interim Order, Final Order or DIP Budget, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the Lenders; or (iiz) the entry hearing for the approval of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not contain a provision for termination of the DIP Facility and repayment in full in cash of all the Obligations on or before the effective date of such plan or plans; or (iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Financing Documents or the Interim Order or the Final Order without the written consent of the Administrative Agent and the Lenders or the filing by will be given. The Borrowers shall give on a Debtor of a motion for reconsideration with respect to the Interim Order or the Final Order; or (iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or (v) the Final Order is not entered on or before the date that is 45 days after the date of entry of the Interim Order; or (vi) the payment of any Pre-Petition claim unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent of the Administrative Agent and the Lenders; or (vii) the allowance of any claim or claims under Sections 506(c) or 552(b) of the Bankruptcy Code or otherwise against the Collateral; or (viii) the appointment of an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver or an examiner in any Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of a Debtor; or (ix) the sale, without the written consent of the Administrative Agent and the Lenders, of all or substantially all of a Debtor’s assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations; or (x) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or a Debtor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwise; or (xi) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code to allow any creditor other than a Senior Secured Party to proceed against any material asset of a Debtor; or (xii) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations; or (xiii) the failure of a Debtor to perform any of its obligations under the Interim Order or the Final Order; or (xiv) the entry of an order in any of the Chapter 11 Cases granting any other super-priority claim or Lien equal or superior to the Lien of the Collateral Agent other than adequate protection Liens approved by the Bankruptcy Court timely basis as specified in the Interim Order or the Final Order; or, as applicable, all notices required to be given to all parties specified in the Interim Order or Final Order, as applicable. (xvb) a Debtor engages in or supports any challenge After the entry of the Interim Order, and pursuant to and to the validityextent permitted in the Interim Order and the Final Order, perfectionthe Obligations will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, priorityof any kind whatsoever, extent or enforceability including, without limitation, all administrative expense claims of the kind specified in sections 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, or any other provision of the Bankruptcy Code or otherwise, as provided under section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out and, solely to the extent required by the Intercreditor Agreement, the ABL DIP Facility or Credit Obligations. (c) After the Pre-Petition Obligations or entry of the liens on or security interests Interim Order and pursuant to and to the extent provided in the assets Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of such Debtor the Collateral, subject, as to priority only, to the Carve-Out and the Liens on the ABL DIP Credit Priority Collateral securing the ABL DIP Facility or Credit Obligations to the Pre-Petition Obligations, including seeking to equitably subordinate or avoid extent set forth in the liens securing the Pre-Petition Obligations; orIntercreditor Agreement. (xvid) a Debtor engages in or supports any investigation or asserts any claim or cause of action The Interim Order (or supports the assertion of the same) against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Senior Secured Parties; provided, however, it shall not constitute an Event of Default if a Debtor provides basic loan information with respect to the Pre-Petition Obligations period prior to a party in interest or pursuant to an order entry of the Bankruptcy Court and provides prior written notice to Final Order) or the Administrative Agent and the Lenders of its intention or obligation to do so; or Final Order (xvii) any Person shall seek a Section 506(a) Determination with respect to the Pre-Petition Obligations that is unacceptable to the Pre-Petition Administrative Agent period on and the Pre-Petition Senior Secured Parties; or (xviii) the after entry of an order extending any exclusive right that any Debtor the Final Order), as the case may have to propose a plan more than 120 days after the Petition Datebe, is in full force and effect has not been reversed, stayed, modified or to solicit votes or to seek confirmation of plan on a date more than 180 days after the Petition Date, in either case amended without the written consent of the Administrative Agent Agent’s and the Lenders; or (xix) Xxxxx United, LLC (or any Affiliate thereof) or Pacific Ethanol (or any Affiliate thereof) shall assert any claim (actual or contingent) (except any claim asserted by Pacific Ethanol arising out of the Asset Management Agreement) in any Case or shall challenge, contest or interfere, directly or indirectly, with any claim of any Senior Secured Party or any Pre-Petition Senior Secured Party in any Case; or (xx) any Project Document is rejected in any of the Cases without the prior consent of the Required Lenders’ consent.

Reorganization Matters. Any of the following occurs in any the Chapter 11 Case: (i) the bringing of a motion or taking of any action by a Debtorthe Borrower: (w) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this AgreementAgreement (unless such financing is proposed to pay in full in cash, on terms and conditions acceptable to the Administrative Agent and the Required Lenders, the Obligations and the Pre-Petition Obligations and terminate all related lending commitments in connection therewith); (x) to grant any Lien other than Permitted Lien upon or affecting any Collateral; (y) except as provided in the Interim Order, Final Order or DIP Budget, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the Required Lenders; or (ii) the entry of an order in any of the Chapter 11 Cases confirming Case confirming, or the proposal by the Borrower, the Pledgor or the Committee of, a plan or plans of reorganization that does not contain a provision for termination of the DIP Facility and repayment in full in cash accordance with the terms of this Agreement of all the Obligations on or before the effective date of such plan or plansplan; or (iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying modifying, in the sole determination of the Administrative Agent and the Lenders (or in the case of any Financing Document, such number or percentage of the Lenders as shall be expressly provided in the Financing Documents or as required to amend such Financing Document), the Financing Documents, the Interim Order or the Final Order Order, without the written consent of the Administrative Agent and the Lenders (or in the case of any Financing Document, such number or percentage of the Lenders as shall be expressly provided in the Financing Documents as required to amend such Financing Document) or the filing by a Debtor the Borrower of a motion for reconsideration with respect to the Interim Order or the Final OrderOrder or the Final Order ceases to be in full force and effect; or (iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or (v) the Final Order is not entered on or before the date that is 45 30 days after the date of entry of the Interim Order; or (vi) the payment of any Pre-Petition claim or claim existing prior to a confirmed plan of reorganization unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent of the Administrative Agent and the Lenders; or (vii) the allowance of any claim or claims under Sections 506(c) or 552(b) of the Bankruptcy Code or otherwise against the CollateralCollateral other than Permitted Liens; or (viii) the appointment of an interim or permanent trustee in any the Chapter 11 Case or the appointment of a receiver or an examiner in any the Chapter 11 Case with expanded any powers to operate or manage the financial affairs, the business, or reorganization of a Debtorthe Borrower without the written consent of the Administrative Agent and the Required Lenders; or (ix) the sale, without the written consent of the Administrative Agent and the Required Lenders, of all or substantially all any material portion of a Debtorthe Borrower’s assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 CasesCase, or otherwise that does not provide for payment in full in cash accordance with the terms of this Agreement of the Obligations; or (x) the dismissal of any the Chapter 11 Case, or the conversion of any the Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or a Debtor the Borrower shall file a motion or other pleading seeking the dismissal of any the Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwiseotherwise without the written consent of the Administrative Agent and the Required Lenders; or (xi) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code to allow any creditor other than a Senior Secured Party to proceed against any material asset of a Debtorthe Borrower; or (xii) the entry of an order in any the Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations; or (xiii) the failure of a Debtor the Borrower to perform any of its obligations under the Interim Order or the Final OrderOrder or the filing by the Borrower of any pleadings seeking, joining in, or otherwise consenting to any violation or breach of any Order in each case in a manner adverse to the Administrative Agent or any Lender in the sole determination of the Administrative Agent and the Required Lenders; or (xiv) the entry of an order in any of the Chapter 11 Cases Case granting any other super-priority claim or Lien equal or superior to the Lien of the Collateral Agent other than adequate protection Liens approved by the Bankruptcy Court in the Interim Order or the Final OrderCarve Out; or (xv) a Debtor the Borrower engages in or supports any challenge to the validity, perfection, priority, extent or enforceability of the DIP Facility or the Pre-Petition Obligations or the liens on or security interests in the assets of such Debtor the Borrower securing the DIP Facility or the Pre-Petition Obligations, including seeking to equitably subordinate or avoid the liens securing the Pre-Petition Obligations; or (xvi) a Debtor the Borrower engages in or supports any investigation or asserts any claim or cause of action (or supports the assertion of the same) against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Senior Secured Parties; provided, however, that it shall not constitute an Event of Default if a Debtor the Borrower provides basic loan information with respect to the Pre-Petition Obligations or reasonably requested information relating to the DIP Facility, in each case to a party in interest or pursuant to an order of the Bankruptcy Court or other compulsory legal process and provides prior written notice to the Administrative Agent and the Lenders of its intention or obligation to do so; or (xvii) any Person shall seek a Section 506(a) Determination with respect to the Pre-Petition Obligations that is unacceptable to the Pre-Petition Administrative Agent and the Pre-Petition Senior Secured Parties; or (xviii) the entry of an order extending Pledgor or any exclusive right that any Debtor may have to propose a plan more than 120 days after the Petition Date, or to solicit votes or to seek confirmation of plan on a date more than 180 days after the Petition Date, in either case without the written consent other Affiliate of the Administrative Agent and the Lenders; or (xix) Xxxxx United, LLC (or any Affiliate thereof) or Pacific Ethanol (or any Affiliate thereof) Borrower shall assert any claim (actual or contingent) (except any claim asserted by Pacific Ethanol arising out of in the Asset Management Agreement) in any Chapter 11 Case or shall challenge, contest or interfere, directly or indirectly, with any claim of any Senior Secured Party or any Pre-Petition Senior Secured Party in any the Chapter 11 Case; or (xxxix) any Project Document is rejected in any of the Cases Chapter 11 Case without the prior consent of the Required Lenders.

Reorganization Matters. Any The occurrence of any of the following occurs in any Chapter 11 Case: (i) the bringing of a motion or motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto by a DebtorCompany or any Guarantor in any Chapter 11 Case: (wv) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code or not otherwise permitted pursuant to this Agreementthe Credit Documents except, with the consent of each of Administrative Agent, in connection with any financing the proceeds of which shall be used to repay in full the Obligations (other than contingent indemnity obligations); (xw) to grant any Lien other than Permitted Lien upon or affecting any CollateralCollateral except as permitted hereunder; (yx) except as provided in the Interim Order, Final Order or DIP BudgetFinal Order, as the case may be, to use cash collateral of the Secured Parties under Section 363(c) of the Bankruptcy Code without the prior written consent of the each of Administrative Agent and the Requisite Lenders; or(y) except as permitted hereunder, which is adverse to the Agents and the Lenders or their rights and remedies hereunder, or their interest in the Collateral, including, without limitation, any such action or actions which seek to reduce, set-off or subordinate the Obligations or challenge any Secured Party’s Lien in any of the Collateral or (z) that seek to reduce, set-off or subordinate the Obligations or challenge Collateral Agent’s or any Lender’s Lien in any of the Collateral; (ii) the entry filing by any Credit Party of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not contain a provision provide for termination indefeasible payment in full and satisfaction of the DIP Facility and repayment in full in cash of all the Obligations on or before as required herein, prior to the effective date of such plan or plans; orof reorganization; (iii) the entry of an order amendingany Order shall be amended, supplementingsupplemented, stayingstayed, vacating vacated, recused or otherwise modifying the Financing Documents modified (or the Interim Order or the Final Order any Credit Party shall apply for authority to do so) without the written consent of the each of Administrative Agent and the Lenders or the filing by a Debtor of a motion for reconsideration with respect to the Interim Order or the Final Order; orRequisite Lenders; (iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or (vx) the Final Order is not entered on or before the date that is 45 within 30 days after of the date of entry of the Interim Order; or, or in any event immediately following the expiration of the Interim Order or the Interim Order shall cease to be in full force and effect without the Final Order having been entered upon or prior to such cessation, or (y) the Final Order shall cease to be in full force and effect or either are reversed, vacated, amended, varied, supplemented or otherwise modified without the prior consent of Administrative Agent; (viv) the payment, prior to payment of any Pre-Petition claim unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent full of the Administrative Agent and the Lenders; or Obligations (vii) the allowance other than contingent indemnity obligations), of any claim or claims under Sections Section 506(c) or 552(b) of the Bankruptcy Code against or otherwise against with respect to any of the Collateral; or; (viiivi) the appointment of an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver receiver, responsible officer or an examiner in any Chapter 11 Case with expanded powers beyond the duty to operate investigate and report, as set forth in Section 1106(a)(3) of the Bankruptcy Code; or manage the financial affairs, the business, or reorganization of a Debtor; or (ix) the sale, sale without the written consent of the Administrative Agent and the Requisite Lenders, of all or substantially all of a DebtorCompany’s or any Guarantor’s assets (except as permitted by Section 6.9) either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the any Chapter 11 CasesCase, or otherwise that does not provide for payment in full in cash of the Obligations; orObligations (other than contingent indemnity obligations) and termination of Lenders’ commitment to make Loans; (xvii) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or a Debtor any Credit Party shall file a motion or other pleading seeking the dismissal or conversion of any Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwise; orCase; (xiviii) the entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (x) to allow any creditor other than to execute upon or enforce a Senior Secured Party Lien on any Collateral in excess of $3,000,000 in the aggregate, or (y) with respect to proceed against any material asset Lien of or the granting of any Lien on any Collateral to any state or local environmental or regulatory agency or authority that would have a Debtor; orMaterial Adverse Effect; (xiiix) the entry of an order in any Chapter 11 Case avoiding or requiring repayment of any portion of the payments made on account of the Obligations; orObligations owing under this Agreement; (xiiix) the failure of a Debtor any Credit Party to perform any of its obligations under the Interim Order or the Final Order; or; (xivxi) the entry of an order in any of the Chapter 11 Cases granting any other super-super priority administrative claim or Lien equal or superior to the Lien that granted to any Agent, on behalf of itself and Lenders (other than in favor of the Collateral Agent other than adequate protection Liens approved by lenders under the Bankruptcy Court Revolving DIP Credit Agreement and except for allowed administrative expenses having priority over the Obligations to the extent set forth in the Agreed Administrative Expense Priorities) or any Credit Party shall file any pleading requesting such relief; or (xii) the Interim Order (prior to the entry of the Final Order) or the Final OrderOrder (after entry of same) ceases to be in full force and effect; or (xiii) except as otherwise permitted pursuant to Section 6.9, the determination of any Credit Party or any of its Subsidiaries (other than an Immaterial Subsidiary), whether by vote of such Person’s board of directors or otherwise, to suspend the operation of such Person’s business in the ordinary course, liquidate all of such Person’s assets, or employ an agent or other third party to conduct any sales of all of such Person’s assets, or the filing of a motion or other application in the Chapter 11 Cases, seeking authority to do any of the foregoing; or (xiv) an application for any of the orders described in this clause (l) above shall be made by a Person other than the Credit Parties and such application is not promptly contested by the Credit Parties in good faith and the relief requested is granted in an order that is not stayed pending appeal; or (xv) a Debtor engages in the interim or supports any challenge to the validity, perfection, priority, extent or enforceability of the DIP Facility or the Pre-Petition Obligations or the liens on or security interests in the assets of such Debtor securing the DIP Facility or the Pre-Petition Obligations, including seeking to equitably subordinate or avoid the liens securing the Pre-Petition Obligations; or (xvi) a Debtor engages in or supports any investigation or asserts any claim or cause of action (or supports the assertion of the same) against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Senior Secured Parties; provided, however, it shall not constitute an Event of Default if a Debtor provides basic loan information with respect to the Pre-Petition Obligations to a party in interest or pursuant to an final order of the Bankruptcy Court bankruptcy court approving the Revolving DIP Credit Agreement and provides prior written notice any amendment thereto shall cease to the Administrative Agent be in full force and the Lenders of its intention effect or obligation to do so; or (xvii) any Person shall seek a Section 506(a) Determination with respect to the Pre-Petition Obligations that is unacceptable to the Pre-Petition Administrative Agent and the Pre-Petition Senior Secured Parties; or (xviii) the entry of an order extending any exclusive right that any Debtor may have to propose a plan more than 120 days after the Petition Dateeither are reversed, vacated, amended, varied, supplemented or to solicit votes or to seek confirmation of plan on a date more than 180 days after the Petition Date, in either case without the written consent of the Administrative Agent and the Lenders; or (xix) Xxxxx United, LLC (or any Affiliate thereof) or Pacific Ethanol (or any Affiliate thereof) shall assert any claim (actual or contingent) (except any claim asserted by Pacific Ethanol arising out of the Asset Management Agreement) in any Case or shall challenge, contest or interfere, directly or indirectly, with any claim of any Senior Secured Party or any Pre-Petition Senior Secured Party in any Case; or (xx) any Project Document is rejected in any of the Cases otherwise modified without the prior consent of the Required Lenders.Administrative Agent

Reorganization Matters. Any of the following occurs in any Chapter 11 Case: (i) the bringing use of a motion or taking of any action by a Debtor: (w) to obtain additional financing under Section 364(c) or (d) proceeds of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (x) to grant any Lien other than Permitted Lien upon Loans or affecting any Collateral; (y) except as provided the Cash Collateral in a manner inconsistent with the Interim OrderDIP Budgets, Final Order the Orders or DIP Budget, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the LendersFinancing Documents; or (ii) the entry payment of claims existing prior to the Petition Date other than (A) as set forth in a DIP Budget or (B) after approval by the Administrative Agent and authorization by an order of the Bankruptcy Court; or (iii) the dismissal or conversion to Chapter 7 of any of the Chapter 11 Cases; or (iv) the appointment of a trustee or examiner in any of the Chapter 11 Cases Cases; or (v) the entry of an order that, in the sole determination of the Administrative Agent and the Required Lenders, in any way modifies, stays, reverses, or vacates the Final Order, in a manner adverse to the Agents, the Lenders, the Pre-Petition Agents or the Pre-Petition Lenders without their respective written consent which may be withheld in their sole discretion or the Final Order ceases to be in full force and effect; or (vi) the entry of the Final Order shall not have occurred prior to or concurrently with the expiration of the authority to use Cash Collateral under the Interim Cash Collateral Order; or (vii) any Debtor petitions the Bankruptcy Court to obtain additional financing pari passu or senior to the Obligations; or (viii) except as expressly set forth in this Agreement or the Final Order, the entry of an order granting any super-priority claim or Lien equal or superior to that granted to the Collateral Agent, for the benefit of the Senior Secured Parties, on the assets of the Debtors; or (ix) the entry of an order granting relief from the automatic stay so as to allow a third party to proceed against any material assets of the Debtors; provided that, solely for purposes of this clause (ix) and as a safe harbor and not an exclusive determination or definition of materiality, relief as to assets having a fair market value, in the aggregate as to one or more orders, not to exceed $250,000 shall not be deemed material; or (x) the entry of any order of the Bankruptcy Court confirming a any plan of liquidation or plans of reorganization that does not contain a provision for termination of the DIP Facility and repayment in full in cash of all of the Obligations and the Adequate Protection Priority Claims on or before the effective date of such plan or plans; or (iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Financing Documents or the Interim Order or the Final Order without the written consent of the Administrative Agent and the Lenders or the filing by a Debtor of a motion for reconsideration with respect to the Interim Order or the Final Order; or (iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or (v) the Final Order is not entered on or before the date that is 45 days after the date of entry of the Interim Order; or (vi) the payment of any Pre-Petition claim unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent of the Administrative Agent and the Lenders; or (vii) the allowance of any claim or claims under Sections 506(c) or 552(b) of the Bankruptcy Code or otherwise against the Collateral; or (viii) the appointment of an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver or an examiner in any Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of a Debtor; or (ix) the sale, without the written consent of the Administrative Agent and the Lenders, of all or substantially all of a Debtor’s assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations; or (x) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code or a Debtor shall file a motion or other pleading seeking the dismissal of any Chapter 11 Case under Section 1112 of the Bankruptcy Code or otherwiseplan; or (xi) any Debtor violates or breaches the entry of an order by the Bankruptcy Court granting relief from Final Order or modifying the automatic stay of Section 362 files any pleadings seeking, joining in, or otherwise consenting to any alteration, violation or breach of the Bankruptcy Code Final Order, in each case in a manner adverse to allow any creditor other than a Senior Secured Party to proceed against any material asset the Agents, the Lenders the Pre-Petition Agents or the Pre-Petition Lenders, in each case in the sole determination of a Debtorsuch party; or (xii) the entry of an order any third party shall file any pleading seeking or joining in any Chapter 11 Case avoiding attempt to alter, violate or requiring repayment breach the Final Order in a manner adverse to the Agents, the Lenders, the Pre-Petition Agents or the Pre-Petition Lenders in each case in the sole determination of any portion of the payments made on account of the Obligationssuch party; or (xiii) any Debtor or any Affiliate thereof fails to comply with the failure provisions of a Debtor to perform Paragraph 20 of the First Interim Cash Collateral Order as incorporated into any of its obligations under the Interim Order or the Final other Order; or (xiv) the entry of an order in (A) any of the Chapter 11 Cases granting any other super-priority claim or Lien equal or superior to the Lien of the Collateral Agent other than adequate protection Liens approved by the Bankruptcy Court in the Interim Order or the Final Order; or (xv) a Debtor engages in or supports any challenge to the validity, perfection, priority, extent or enforceability of the DIP Facility Obligations or the Pre-Petition Obligations or the liens Liens on or security interests in the assets of such Debtor the Debtors securing the DIP Facility Obligations or the Pre-Petition Obligations, including seeking to equitably subordinate or avoid the liens Liens securing the Obligations or the Pre-Petition Obligations; or , or (xviB) a any Debtor engages in or supports any investigation or asserts assertion of any claim claims or cause causes of action (or supports supporting the assertion of the same) against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Senior Secured PartiesLenders; provided, however, that it shall not constitute an Event of Default if a Debtor provides basic loan the Debtors provide written information with respect to the Pre-Petition Obligations to a party in party-in-interest or pursuant are compelled to provide information by an order of the Bankruptcy Court and provides provide prior written notice to the Administrative Agent and the Lenders of its the intention or obligation requirement to do so; furthermore, it shall not constitute an Event of Default if the Borrowers and Guarantors engage in oral communication to neutrally assist a party in understanding the Pre-Petition Financing Documents or other publicly available information with respect to the Pre-Petition Obligations; or (xviixv) any Person person shall seek a Section 506(a) Determination with respect to the Pre-Petition Obligations that is unacceptable to the Pre-Petition Administrative Agent and the Pre-Petition Senior Secured PartiesLenders; provided, however, it shall not constitute an Event of Default if the Section 506(a) Determination is sought either (i) pursuant to the challenge period provided for in Paragraph 30 of the First Interim Cash Collateral Order, or (ii) to determine the value of the Pre-Petition Administrative Agent’s and the Pre-Petition Lender’s interest in the estate’s interest in the Pre-Petition Collateral to the extent such valuation is related to the use, sale, lease, license or disposition of the Collateral, and does not involve a determination of the validity, extent, perfection, priority, or enforceability of such interest; or (xvi) the allowance of any claim or claims under Section 506(c), 552(b) or 726 of the Bankruptcy Code against the Administrative Agent, the Lenders, the Pre-Petition Administrative Agent or the Pre-Petition Lenders with respect to any of the Collateral securing the Obligations or the collateral securing the Pre-Petition Obligations; or (xvii) [RESERVED] (xviii) the entry use of an order extending any exclusive right that any Cash Collateral or other assets of a Debtor may have other than as expressly contemplated by the Orders and the DIP Budgets prior to propose a plan more than 120 days after (i) the Petition Date, or to solicit votes or to seek confirmation of plan on a date more than 180 days after the Petition Date, indefeasible payment in either case without the written consent full of the Administrative Obligations and the Adequate Protection Priority Claims or (ii) the termination of the Aggregate Commitment and the ability of the Debtors to use Cash Collateral; or (xix) the consummation of the sale of any material portion of any Debtor’s assets unless consented to by the Collateral Agent and the Lenders which consent may be withheld in their sole discretion, and authorized by the Bankruptcy Court pursuant to an order, which is in form and substance reasonably acceptable to the Borrowers, the Guarantors, the Collateral Agent and the Lenders; or (xixxx) Xxxxx United, LLC (the breach of any covenants or any Affiliate thereof) or Pacific Ethanol (or any Affiliate thereof) shall assert any claim (actual or contingent) (except any claim asserted by Pacific Ethanol arising out representations and warranties in the Final Order. None of the Asset Management Agreement) in any Case or shall challengeforegoing Events of Default may be waived, contest or interfereexcept with the prior written consent of the Administrative Agent, directly or indirectly, with any claim of any Senior Secured Party or any the Lenders and the Pre-Petition Senior Secured Party in any Case; or (xx) any Project Document is rejected in any of Administrative Agent and the Cases without the prior consent of the Required Pre-Petition Lenders.