Common use of AFFIRMATIVE AND NEGATIVE COVENANTS Clause in Contracts

AFFIRMATIVE AND NEGATIVE COVENANTS. Until all of the Senior Indebtedness has been Finally Paid, without the prior written consent of Senior Lenders: (a) no Loan Party shall discharge the Subordinated Indebtedness other than in accordance with its terms and the terms hereof; (b) Subordinated Creditor shall not demand or accept from any Loan Party or other Person any consideration which would result in a discharge of the Subordinated Indebtedness other than in accordance with its terms and the terms hereof; (c) Subordinated Creditor shall not hereafter give any subordination in respect of the Subordinated Indebtedness; (d) no Loan Party shall hereafter issue any instrument, security or other writing evidencing any part of the Subordinated Indebtedness, and Subordinated Creditor shall not receive any such writing, except upon the condition that such instrument, security or other writing shall bear the legend referred to herein and a complete copy thereof shall be furnished to Senior Agent; and (e) neither any Loan Party nor Subordinated Creditor shall take any action contrary to Senior Agent’s and Senior Lenders’ priority position over Subordinated Creditor that is created by this Agreement. In addition to the foregoing, Subordinated Creditor acknowledges and agrees that: (i) the Senior Creditors have relied on the terms and provisions of this Agreement in executing and delivering the Senior Documents and in making the extensions of credit contemplated thereby and shall continue to rely on such terms and provisions in making extensions of credit from time to time pursuant to the Senior Documents, and (ii) Subordinated Creditor shall not contest or challenge (or support any other Person in contesting or challenging) (A) the validity, perfection, priority or enforceability of the Senior Indebtedness, the Senior Documents or any Liens of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Indebtedness or (B) the validity or enforceability of the subordination provisions contained in this Agreement.

AFFIRMATIVE AND NEGATIVE COVENANTS. Until The Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Participation Obligations shall have been terminated, the principal of and interest on all L/C Borrowings, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and discharged and all Letters of Credit have been canceled or have expired or such obligations have otherwise been fully Cash Collateralized or supported by a backstop letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank and all amounts drawn thereunder have been reimbursed in full, the Borrower will and will cause each of the Restricted Subsidiaries to observe and perform all of the Senior Indebtedness has been Finally Paid, without the prior written consent of Senior Lenders: (a) no Loan Party shall discharge the Subordinated Indebtedness other than covenants applicable to it and its Restricted Subsidiaries set forth in accordance with its terms Article V and the terms hereof; (b) Subordinated Creditor shall not demand or accept from any Loan Party or other Person any consideration which would result in a discharge Article VI of the Subordinated Indebtedness other than First Out Facility (as in accordance with its terms and the terms hereof; (c) Subordinated Creditor shall not hereafter give any subordination in respect of the Subordinated Indebtedness; (d) no Loan Party shall hereafter issue any instrument, security or other writing evidencing any part of the Subordinated Indebtedness, and Subordinated Creditor shall not receive any such writing, except upon the condition that such instrument, security or other writing shall bear the legend referred to herein and a complete copy thereof shall be furnished to Senior Agent; and (e) neither any Loan Party nor Subordinated Creditor shall take any action contrary to Senior Agent’s and Senior Lenders’ priority position over Subordinated Creditor that is created by this Agreement. In addition to the foregoing, Subordinated Creditor acknowledges and agrees that: (i) the Senior Creditors have relied on the terms and provisions of this Agreement in executing and delivering the Senior Documents and in making the extensions of credit contemplated thereby and shall continue to rely on such terms and provisions in making extensions of credit effect from time to time at such time), which covenants, together with the definitions of such terms as may be used therein) are hereby incorporated herein by reference mutatis mutandis (as set forth herein) in their entirety. It is the express intent of the parties hereto that, at any time and at all times, the covenants deemed to be set forth herein be identical in all respects to those set forth in Article V and Article VI of the First Out Facility, as in effect at such time, mutatis mutandis, and that any breach of a covenant set forth in Article V and Article VI of the First Out Facility shall constitute a breach of covenant hereunder, but only to the extent such breach has not been effectively waived pursuant to the Senior Documents, and (ii) Subordinated Creditor shall not contest or challenge (or support any other Person in contesting or challenging) (A) the validity, perfection, priority or enforceability terms of the Senior IndebtednessFirst Out Facility, it being understood that any waiver of a breach of a covenant set forth in Article V or Article VI of the First Out Facility under the terms thereof shall be automatically deemed, without any action on the part of the Agents, the Senior Documents Issuing Banks or any Liens the Lenders hereunder, a waiver of such breach hereunder. If the First Out Facility shall terminate prior to the Consummation Date, the covenants as set forth in Articles V and VI of the Senior Agent First Out Facility shall, from such time of termination (and the Senior Lenders notwithstanding such termination), remain in the Collateral securing the Senior Indebtedness or (B) the validity or enforceability of the subordination provisions contained effect as negative covenants hereunder as they were in this Agreementeffect immediately prior to such termination.

AFFIRMATIVE AND NEGATIVE COVENANTS. Until The DIP Documents shall contain usual and customary affirmative and negative covenants for facilities of this type, subject to the Documentation Principles; provided that, without limitation, the DIP Documents shall require: (i) two (2) business days’ advance delivery of all material pleadings, motions and other material documents filed with the Bankruptcy Court on behalf of the Senior Indebtedness has Loan Parties in the Chapter 11 Cases to the Ad Hoc Group’s Advisors, unless not reasonably practicable under the circumstances (in which case, as soon as reasonably practicable prior to filing); (ii) monthly financial statements; and (iii) at the reasonable request of the Ad Hoc Group’s Advisors or the DIP Lenders, weekly conference calls and/or video calls among the Loan Parties’ relevant senior management, the Loan Parties’ advisors, the Ad Hoc Group’s Advisors and the DIP Lenders, which update calls may cover the Loan Parties’ financial performance, the latest budget approved for variance testing, the Loan Parties’ variance reports, and the other information provided pursuant to the reporting covenant described above. Conditions Precedent to Closing and the Initial Borrowing The Closing Date under the DIP Facility, and the Initial DIP Draw, shall be subject to customary conditions to closing for facilities of this type, including, without limitation, the following: (i) no later than three (3) business days after the Petition Date, the Bankruptcy Court shall have entered the Interim DIP Order, and the Interim DIP Order shall be in full force and effect and shall not have been Finally Paidvacated, reversed, modified, amended or stayed without the prior written consent of Senior the Required DIP Lenders: ; (aii) no the preparation, authorization and execution of the DIP Documents with respect to the DIP Facility, in form and substance consistent with this DIP Facility Term Sheet and otherwise acceptable to the Loan Party shall discharge Parties, the Subordinated Indebtedness other than in accordance with its terms Required DIP Lenders and the terms hereofDIP Agent; (biii) Subordinated Creditor shall not demand or accept from any Loan Party or other Person any consideration which would result the delivery of a 13-week cash flow projection (the “Initial DIP Budget”)12 in a discharge of the Subordinated Indebtedness other than in accordance with its terms form and the terms hereof; (c) Subordinated Creditor shall not hereafter give any subordination in respect of the Subordinated Indebtedness; (d) no Loan Party shall hereafter issue any instrument, security or other writing evidencing any part of the Subordinated Indebtedness, and Subordinated Creditor shall not receive any such writing, except upon the condition that such instrument, security or other writing shall bear the legend referred to herein and a complete copy thereof shall be furnished to Senior Agent; and (e) neither any Loan Party nor Subordinated Creditor shall take any action contrary to Senior Agent’s and Senior Lenders’ priority position over Subordinated Creditor that is created by this Agreement. In addition substance acceptable to the foregoingRequired DIP Lenders, Subordinated Creditor acknowledges and agrees that: reflecting (i) the Senior Creditors have relied on Loan Parties’ anticipated cash receipts and disbursements for each calendar week during the terms period from the week in which the Petition Date occurs through and provisions including the end of this Agreement in executing and delivering the Senior Documents and in making the extensions of credit contemplated thereby and shall continue to rely on such terms and provisions in making extensions of credit from time to time pursuant to the Senior Documents, thirteenth calendar week thereafter and (ii) Subordinated Creditor a professional fee accrual budget with respect to the anticipated fees and expenses to be incurred by professionals retained by the Loan Parties and other professionals during the thirteen week period; (iv) the delivery of (i) a secretary’s (or other officer’s) certificate of the Borrowers and each of the other Loan Parties, dated as of the Closing Date and in such form as is customary for the jurisdiction in which the relevant Loan Party is organized, with appropriate insertions and attachments; and (ii) a customary closing officer’s certificate of the Borrowers; (v) all premiums, payments, fees, costs and expenses (including, without limitation, the fees and expenses of the Ad Hoc Group’s Advisors and all other counsel, financial advisors and other professionals of the DIP Lenders and DIP Agent (whether incurred before or after the Petition Date) to the extent earned, due and owing, and including estimated fees and expenses through the Closing Date) shall have been paid; provided that any such fees and expenses of the Ad Hoc Group’s Advisors and all other counsel, financial advisors and other professionals of the DIP Lenders and DIP Agent to be paid on the Closing Date must be invoiced at least one (1) calendar day prior to the Closing Date; 12 The Initial Budget and all subsequent Updated Budgets shall include $0 on account of the fees and expenses of any professionals retained by any official committee appointed in the Chapter 11 Cases and shall provide $0 on account of any fees, costs and expenses to investigate the Prepetition First Lien Lenders and Prepetition Second Lien Lenders, including the liens and claims of such lenders, provided that such requirement shall not contest be deemed to alter, modify or challenge (or support supplant in any other Person in contesting or challenging) (A) manner the validity, perfection, priority or enforceability of the Senior Indebtedness, the Senior Documents or any Liens of the Senior Agent and the Senior Lenders in the Collateral securing the Senior Indebtedness or (B) the validity or enforceability of the subordination provisions contained in this AgreementExisting Board’s fiduciary duties under applicable law.

AFFIRMATIVE AND NEGATIVE COVENANTS. Until all The DIP Loan Documents will contain the affirmative and negative covenants made by the Debtors under the Prepetition Credit Agreement and the other Prepetition Loan Documents, with such modifications thereto and such other affirmative and negative covenants as the DIP Agent and the New Money DIP Lenders shall require; provided that the negative covenants made by the Debtors under the Prepetition Credit Agreement and the other Prepetition Loan Documents will be modified to eliminate the baskets and carve-outs set forth therein (other than baskets and carve-outs to be agreed in the DIP Loan Documents limited to those necessary for the Debtors to run their business in the ordinary course of business) and additional restrictions on the Senior Indebtedness has been Finally Paid, without the prior written consent of Senior Lendersfollowing: (a) no Loan Party shall discharge disposing of assets outside of the Subordinated Indebtedness ordinary course of business (including, without limitation, any sale and leaseback transaction and any disposition under Bankruptcy Code section 363) in respect of transactions for total net cash proceeds of more than $5 million in the aggregate for each fiscal year (other than in accordance with its terms as contemplated by the procedures for de minimis asset transactions authorized and approved by the terms hereofBankruptcy Court); (b) Subordinated Creditor shall not demand or accept from any Loan Party or other Person any consideration which would result in a discharge of the Subordinated Indebtedness other than in accordance with its terms and the terms hereof; (c) Subordinated Creditor shall not hereafter give any subordination in respect of the Subordinated Indebtedness; (d) no Loan Party shall hereafter issue any instrument, security or other writing evidencing any part of the Subordinated Indebtedness, and Subordinated Creditor shall not receive any such writingpaying prepetition indebtedness, except as expressly provided for herein or pursuant to orders entered upon pleadings in form and substance reasonably satisfactory to the condition that such instrument, security or other writing shall bear the legend referred to herein and a complete copy thereof shall be furnished to Senior DIP Agent; and (ec) neither asserting any right of subrogation or contribution against any other Debtors until all borrowings under the DIP Facility are paid in full and the Revolving DIP Loan Party nor Subordinated Creditor shall take any action contrary to Senior Agent’s and Senior Lenders’ priority position over Subordinated Creditor Commitments are terminated. The DIP Loan Documents will contain an affirmative covenant that is created by this Agreement. In addition the Debtors will provide written notice to the foregoing, Subordinated Creditor acknowledges and agrees that: (i) the Senior Creditors have relied on the terms and provisions of this Agreement in executing and delivering the Senior Documents and in making the extensions of credit contemplated thereby and shall continue to rely on such terms and provisions in making extensions of credit from time to time pursuant to the Senior Documents, and (ii) Subordinated Creditor shall not contest or challenge (or support any other Person in contesting or challenging) (A) the validity, perfection, priority or enforceability of the Senior Indebtedness, the Senior Documents or any Liens of the Senior DIP Agent and the Senior Lenders in the Collateral securing the Senior Indebtedness or (B) the validity or enforceability Prepetition Agent if any of the subordination provisions contained Debtors intend to provide information with respect to the Prepetition Loan Documents to a party in this Agreement.interest or is compelled to provide such information by order of the Bankruptcy Court. CHK DIP Credit Facility Term Sheet