Common use of Cases Clause in Contracts

Cases. (a) Any of the Cases (other than the Cases of PDSI or PDVIII) shall be dismissed or converted to a case under chapter 7 of the Bankruptcy Code or any Debtor shall file a motion or other pleading seeking the dismissal of any of the Cases or a trustee under chapter 11 or chapter 7 of the Bankruptcy Code or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed; or (b) An order of the Bankruptcy Court shall be entered granting any Other Superpriority Claim (other than with respect to (a) the Carve-Out in any of the Cases or (b) any application or order that provides for immediate indefeasible payment in full in cash of the Obligations other than contingent indemnification obligations not yet due) that is pari passu with or senior to the Superpriority Claims arising hereunder or under any of the other Loan Documents, or the Loan Parties shall create or incur, or the Bankruptcy Court enters an order granting, any Lien which is pari passu with or senior to any Liens under the Loan Documents not otherwise permitted hereunder or under the DIP Order; or (c) The Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code (or equivalent) so as to (A) permit a third party to proceed on any assets of any of the Debtors which have a value in excess of $1,000,000 in the aggregate or (B) permit other actions that would result in a Material Adverse Effect on the Debtors or their estates (taken as a whole); or (d) The Bankruptcy Court shall enter an order in any of the Cases denying or terminating the Debtors’ use of cash; or (A) An order of the Bankruptcy Court shall be entered reversing, amending, supplementing, staying, vacating or otherwise amending, supplementing or modifying the DIP Order, or any Debtor shall apply for the authority to do so, without the prior written consent of the Administrative Agent and the Required Lenders; (B) the DIP Order shall cease to create a valid and perfected Lien on the Collateral or to be in full force and effect; (C) an order shall have been entered by the Bankruptcy Court modifying the adequate protection obligations granted in any Order without the prior written consent of the Required Lenders, (D) an order shall have been entered by the Bankruptcy Court avoiding or requiring disgorgement by any Agent or any of the Lenders of any amounts received in respect of the Obligations, (E) any Loan Party shall file a motion or other request with the Bankruptcy Court seeking any financing under Section 364(d) of the Bankruptcy Code secured by any of the Collateral that does not provide for termination of the Commitments and indefeasible payment in full in cash of the Obligations (other than contingent indemnity obligations not yet due) or (F) other than with respect to the Carve-Out, a final non-appealable order in the Cases shall be entered charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders; or (f) Except as permitted by the DIP Budget, any Final Order of the Bankruptcy Court, or as otherwise permitted hereunder, any Debtor shall make any Prepetition Payment; or (g) Any Loan Party or other Subsidiary shall take any action in support of any filing by any Person of a plan of reorganization that is not an Acceptable Plan of Reorganization (other than the Cases of PDSI or PDVIII) or any other Person shall do so and such application is not contested in good faith by the Loan Parties and the relief requested is granted in an order that is not stayed pending appeal, in each case unless the Administrative Agent (with the consent of the Required Lenders) consents to such action; or (h) The Bankruptcy Court shall grant any motion which seeks to, (1) disallow in whole or in part any of the Obligations arising under this Agreement or any other Loan Document, (2) disallow in whole or in part any of the Indebtedness owed by the Loan Parties under the Existing Credit Agreement Documents, (3) challenge the validity and enforceability of the Liens or security interests granted under any of the Loan Documents or in the DIP Order in favor of the Administrative Agent, or (4) challenge the validity and enforceability of the Liens or security interests granted under the Existing Credit Agreement Documents or in any Order in favor of the Existing Credit Agreement Agent or Existing Credit Agreement Lenders; or (i) Termination or expiration of any exclusivity period for any Loan Party to file or solicit acceptances for a plan of reorganization; or (j) Noncompliance by any Loan Party or any of its Subsidiaries with the terms of the DIP Order.

Cases. The occurrence of any of the following in the Cases: (a) Any The bringing of a motion, taking of any action or the filing of any plan of reorganization or disclosure statement attendant thereto by any of the Credit Parties in the Cases: (A) to obtain additional financing under Section 364(c) or Section 364(d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (B) to grant any Lien other than Permitted Encumbrances upon or affecting any Collateral; (C) except as provided in the Interim Order or Final Order, as the case may be, to use cash collateral of Agent and the other Secured Parties or Prior Agent and Prior Lenders under Section 363(c) of the Bankruptcy Code without the prior written consent of Agent; (D) to sell any of the Collateral except to the extent expressly permitted by the terms hereof or with the prior written approval of the Agent, on behalf of the Lenders; (E) to the extent that any action or actions may be adverse to (x) Agent and Lenders or Prior Agent and Prior Lenders or their rights and remedies hereunder or their interest in the Collateral or (y) Prior Agent and Prior Lenders or their rights under the Pre-Petition Credit Agreement, the Second Lien Note Purchase Agreement or the other Pre-Petition Loan Documents or their interest in the Collateral (as defined in the Pre-Petition Credit Agreement and the Second Lien Note Purchase Agreement, as applicable); or (F) that is otherwise not reasonably satisfactory to the Agent; (A) The filing of any plan of reorganization that is not an Approved Chapter 11 Plan or disclosure statement attendant thereto, or any direct or indirect amendment to such Approved Chapter 11 Plan or disclosure statement, by a Credit Party or any other Person to which Agent does not consent, (B) the entry of any order terminating or reducing the exclusivity period with respect to any Credit Party’s exclusive right to file a plan of reorganization or (C) the expiration of any Credit Party’s exclusive right to file a plan of reorganization; (i) The entry of an order in any of the Cases confirming a plan of reorganization that (A) is not an Approved Chapter 11 Plan, (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 and the Prior Lender Obligations on or before the effective date of such plan or plans, (C) that is not consistent with the Amended Restructuring Agreement or (D) does not provide for release provisions relating to the Agent and the Lenders that are satisfactory to the Agent in its sole discretion and (ii) the Restructuring Agreement is terminated by the Debtors or any other than party; (d) The entry of an order amending, supplementing, staying, vacating or otherwise modifying this Agreement, the Other Documents or the Interim Order, the Final Order or the Cash Management Order without the written consent of Agent or the filing of a motion for reconsideration with respect to the Interim Order of the Final Order or the Interim Order, the Final Order or the Cash Management Order shall otherwise not be in full force and effect; (e) The Final Order is not entered immediately following the expiration of the Interim Order, and in any event within thirty (30) days of the Petition Date; (f) The payment of, or application for authority to pay, any pre-petition claim without Agent’s prior written consent unless in accordance with the Approved Budget; (g) The allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against Agent, any Lender or any of the Collateral or against the Prior Agent, any Prior Lender or any Collateral (as defined in the Pre-Petition Credit Agreement and the Second Lien Note Purchase Agreement, as applicable); (A) The appointment of an interim or permanent trustee in the Cases or the appointment of PDSI a receiver or PDVIIIan examiner in the Cases with expanded powers to operate or manage the financial affairs, the business, or reorganization of the Credit Parties; or (B) shall be dismissed the sale without Agent’s and Lenders’ consent, of all or converted substantially all of the Credit Parties assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Cases, or otherwise that does not provide for payment in full in cash all of the Obligations under this Agreement and the Prior Lender Obligations at the closing of such sale or initial payment of the purchase price or effectiveness of such plan, as applicable; (i) The dismissal of the Cases, or the conversion of the Cases from one under Chapter 11 to a case one under chapter Chapter 7 of the Bankruptcy Code or any Debtor Credit Party shall file a motion or other pleading seeking the dismissal of any of the Cases or a trustee under chapter 11 or chapter 7 Section 1112 of the Bankruptcy Code or an examiner with enlarged powers relating to otherwise or the operation conversion of the business (powers beyond those set forth in Section 1106(a)(3) and (4) Cases to Chapter 7 of the Bankruptcy Code) shall be appointed; or; (bj) An order of the Bankruptcy Court Any Credit Party shall be entered granting any Other Superpriority Claim (other than with respect to (a) the Carve-Out in any of the Cases or (b) any application or order that provides for immediate indefeasible payment in full in cash of the Obligations other than contingent indemnification obligations not yet due) that is pari passu with or senior to the Superpriority Claims arising hereunder or under any of the other Loan Documentsfile a motion seeking, or the Loan Parties shall create or incur, or the Bankruptcy Court enters an order granting, any Lien which is pari passu with or senior to any Liens under the Loan Documents not otherwise permitted hereunder or under the DIP Order; or (c) The Bankruptcy Court shall enter an order or orders granting granting, relief from or modifying the automatic stay applicable under of Section 362 of the Bankruptcy Code (or equivalent) so as to (A) permit to allow any creditor (other than Agent) to execute upon or enforce a third party to proceed Lien on any assets of any of the Debtors which have a value in excess of $1,000,000 in the aggregate or Collateral, (B) permit approving any settlement or other actions that would result stipulation not approved by Agent with any secured creditor of any Credit Party providing for payments as adequate protection or otherwise to such secured creditor (unless otherwise approved by the Required Lenders in their sole discretion), or (C) with respect to any Lien of or the granting of any Lien on any Collateral to any federal, state or local environmental or regulatory agency or authority, which in either case involves a Material Adverse Effect on the Debtors claim of $250,000 or their estates (taken as a whole); ormore; (dk) The Bankruptcy Court shall enter an order commencement of a suit or action against either Agent or any Lender or Prior Agent or any Prior Lender and, as to any suit or action brought by any Person other than a Credit Party or a Subsidiary for a Credit Party, officer or employee of a Credit Party, the continuation thereof without dismissal for thirty (30) days after service thereof on either Agent or such Lender or Prior Agent or any Prior Lender, that asserts or seeks by or on behalf of a Credit Party, any state of federal environmental protection or health and safety agency, any official committee in any Case or any other party in interest in any of the Cases denying Cases, a claim or terminating any legal or equitable remedy that would (x) have the Debtors’ use effect of cash; orsubordinating any or all of the Obligations or Liens of the Agent or any Lender under this Agreement or the Other Documents or the Prior Lender Obligations or Liens of the Prior Agent or Prior Lenders under the Pre-Petition Loan Documents to any other claim, or (y) have a material adverse effect on the rights and remedies of Agent or any Lender or Prior Agent or any Prior Lender under this Agreement or any Other Document or the Prior Agent or Prior Lenders under the Pre-Petition Loan Documents or the collectability of all or any portion of the Obligations or Prior Lender Obligations; (Al) An The entry of an order in the Cases avoiding or permitting recovery of any portion of the payments made on account of the Obligations owing under this Agreement or the Other Documents or the Prior Lender Obligations owing under the Pre-Petition Loan Documents; (m) The failure of any Credit Party to perform any of its obligations under the Interim Order, the Final Order, the Cash Management Order or any other order of the Bankruptcy Court shall be entered reversingCourt; (n) Subject to the Carve-Out, amendingthe entry of an order in the Cases granting any other super priority administrative claim or Lien equal or superior to that granted to Agent, supplementingon behalf of itself and the Secured Parties or Prior Agent or Prior Lenders, staying, vacating other than as expressly set forth in the Interim Order (or otherwise amending, supplementing or modifying the DIP Final Order, or when applicable); and/or (o) The entry into any Debtor shall apply for the authority to do so, without the prior written consent of the Administrative Agent and the Required Lenders; (B) the DIP Order shall cease to create a valid and perfected Lien on the Collateral or to be in full force and effect; (C) an order shall have been entered by the Bankruptcy Court modifying the adequate protection obligations granted in any Order debtor-in-possession financing arrangement without the prior written consent of the Required Lenders, (D) an order shall have been entered by the Bankruptcy Court avoiding or requiring disgorgement by any Agent or any of the Lenders of any amounts received in respect of the Obligations, (E) any Loan Party shall file a motion or other request with the Bankruptcy Court seeking any financing under Section 364(d) of the Bankruptcy Code secured by any of the Collateral that does not provide for termination of the Commitments and indefeasible payment in full in cash of the Obligations (other than contingent indemnity obligations not yet due) or (F) other than with respect to the Carve-Out, a final non-appealable order in the Cases shall be entered charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders; or (f) Except as permitted by the DIP Budget, any Final Order of the Bankruptcy Court, or as otherwise permitted hereunder, any Debtor shall make any Prepetition Payment; or (g) Any Loan Party or other Subsidiary shall take any action in support of any filing by any Person of a plan of reorganization that is not an Acceptable Plan of Reorganization (other than the Cases of PDSI or PDVIII) or any other Person shall do so and such application is not contested in good faith by the Loan Parties and the relief requested is granted in an order that is not stayed pending appeal, in each case unless the Administrative Agent (with the consent of the Required Lenders) consents to such action; or (h) The Bankruptcy Court shall grant any motion which seeks to, (1) disallow in whole or in part any of the Obligations arising under this Agreement or any other Loan Document, (2) disallow in whole or in part any of the Indebtedness owed by the Loan Parties under the Existing Credit Agreement Documents, (3) challenge the validity and enforceability of the Liens or security interests granted under any of the Loan Documents or in the DIP Order in favor of the Administrative Agent, or (4) challenge the validity and enforceability of the Liens or security interests granted under the Existing Credit Agreement Documents or in any Order in favor of the Existing Credit Agreement Agent or Existing Credit Agreement Lenders; or (i) Termination or expiration of any exclusivity period for any Loan Party to file or solicit acceptances for a plan of reorganization; or (j) Noncompliance by any Loan Party or any of its Subsidiaries with the terms of the DIP Order.their sole discretion;

Cases. (ai) Any of the Cases (other than the Cases of PDSI or PDVIII) shall be dismissed or converted to into a case under chapter Chapter 7 of the Bankruptcy Code or any Debtor Debtors shall file a motion or other pleading seeking the dismissal of any of the Cases or a trustee under chapter 11 or chapter 7 section 1112 of the Bankruptcy Code or otherwise; or (ii) A trustee, responsible officer or an examiner with enlarged having expanded powers relating to the operation of the business (powers beyond those set forth in Section under sections 1106(a)(3) and (4) of the Bankruptcy Code) under Bankruptcy Code section 1104 (other than a fee examiner) is appointed or elected in the any of the Cases, any Loan Party applies for, consents to, or fails to contest in, any such appointment, or the Bankruptcy Court shall be appointedhave entered an order providing for such appointment; or (biii) An application shall be filed by any Debtor for the approval of any Other Superpriority Claim, or an order of the Bankruptcy Court shall be entered granting any Other Superpriority Claim (other than with respect to (aA) the Carve-Out in any of the Cases or (bB) any application or order that provides for immediate indefeasible payment in full in cash of the Obligations other than contingent indemnification obligations not yet dueObligations) that is pari passu with or senior to (x) the claims of the Administrative Agent or the Lenders against any Loan Party under any Loan Document, (y) the claims of the Prepetition Term Loan Administrative Agent or the Prepetition Term Loan Lenders against any Loan Party under the Prepetition Term Loan Credit Agreement or any other Prepetition Term Loan Credit Agreement Loan Documents or (z) the claims of the ABL Agent or the ABL Lenders against any Loan Party under the ABL Credit Agreement or any other ABL Credit Agreement Loan Document, or there shall arise or otherwise be granted any such pari passu or senior Other Superpriority Claim, in each case other than the Superpriority Claims, any Other Superpriority Claims arising hereunder or under any of the other Prepetition Term Loan DocumentsAdministrative Agent, the ABL Agent, the ABL Lenders or the Prepetition Term Loan Lenders or with respect to the Carve-Out; or (iv) The Loan Parties shall create or incur, or the Bankruptcy Court enters an order granting, any Lien which is pari passu with or senior to any Liens under the Loan Documents not otherwise permitted hereunder or the adequate protection Liens granted under the DIP Interim Order, other than the Liens permitted to have such priority under the Loan Documents and the Orders; or (cv) The Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable application under Section section 362 of the Bankruptcy Code (or equivalent) so as to (A) permit a third party to proceed on any assets of any of the Debtors which have a value in excess of $1,000,000 500,000 in the aggregate or (B) permit other actions that would result in a Material Adverse Effect on the Debtors or their estates (taken as a whole); or (d) The Bankruptcy Court shall enter an order in any of the Cases denying or terminating the Debtors’ use of cashEffect; or (A) An order of the Bankruptcy Court shall be entered reversing, amending, supplementing, stayingstaying for a period of seven (7) days or more, vacating or otherwise amending, supplementing or modifying the DIP Interim Order or the Final Order, or any Debtor a Loan Party shall apply for the authority to do so, without the prior written consent ; (B) an order of the Administrative Agent Bankruptcy Court shall be entered denying or terminating use of Cash Collateral by the Loan Parties and the Loan Parties shall have not obtained use of Cash Collateral pursuant to an order consented to by, and in form and substance reasonably acceptable to, the Required Lenders; (BC) the DIP Interim Order (prior to the entry of the Final Order) or the Final Order (at all times thereafter) shall cease to create a valid and perfected Lien on the Collateral with the priority described in this Agreement and the Orders or grant the Superpriority Claims in respect of the Loan or to be in full force and effect; (CD) the entry of an order in any of the Cases (other than the Orders) granting adequate protection to any other Person; (E) an order shall have been entered by the Bankruptcy Court modifying the adequate protection obligations granted in any Order without the prior written consent of the Required LendersOrder, (DF) an order shall have been entered by the Bankruptcy Court avoiding or requiring disgorgement by any the Administrative Agent or any of the Lenders of any amounts received in respect of the Obligations, (EG) any Loan Party shall file a motion or other request with the Bankruptcy Court seeking any financing under Section section 364(d) of the Bankruptcy Code secured by any of the Collateral that does not provide for termination of the Commitments and indefeasible payment in full in cash of the Obligations (other than contingent indemnity obligations not yet due) or (FH) other than with respect to the Carve-Out, a final non-appealable order in the Cases shall be entered charging any of the Collateral under Section section 506(c) of the Bankruptcy Code against the Lenders, or the commencement of any other actions by the Loan Parties that challenges the rights and remedies of the Administrative Agent or the Lenders in any of the Cases or that is inconsistent with the Loan Documents; or (fvii) Except as permitted by the DIP Budget, any Final Order of the Bankruptcy Court, Orders or as otherwise permitted hereunderby Section 7.18(c) hereof, any Debtor shall make any Prepetition PaymentPayment other than Prepetition Payments authorized by the Bankruptcy Court in accordance with the orders of the Bankruptcy Court reasonably acceptable to the Required Lenders; or (gviii) Any Loan Party or other Subsidiary shall take any action in support of any filing by any Person of a plan of reorganization A Reorganization Plan that is not an the Acceptable Plan of Reorganization shall be (A) confirmed by the Bankruptcy Court or (B) confirmed or filed by any Loan Party in any of the Cases, or any order shall be entered which dismisses any of the Cases and which order does not provide for termination of the Commitments and indefeasible payment in full in cash of the Obligations and continuation of the Liens with respect thereto until the effectiveness thereof (other than the Cases of PDSI or PDVIIIcontingent indemnification obligations not yet due and payable) or any other Person shall do so and such application is not contested in good faith by the Loan Parties and the relief requested is granted in an order that is not stayed pending appeal, in each case unless the Administrative Agent (with the consent of the Required Lenders) consents to Debtors shall seek confirmation or support any other entity seeking confirmation of any such actionplan or entry of any such order; or (hix) The Any of the Loan Parties shall seek to, or shall support (whether by way of motion or other pleadings filed with the Bankruptcy Court shall grant or any other writing executed by any Loan Party or by oral argument) any motion which seeks to, (1A) disallow in whole or in part any of the Obligations arising under this Agreement or any other Loan DocumentObligations, (2B) disallow in whole or in part any of the Indebtedness owed by the Loan Parties under the Existing Prepetition Term Loan Credit Agreement Loan Documents, (3C) challenge the validity and enforceability of the Liens or security interests granted under any of the Loan Documents or in the DIP any Order in favor of the Administrative Agent, Agent or (4D) challenge the validity and enforceability of the Liens or security interests granted under the Existing Prepetition Term Loan Credit Agreement Loan Documents or in any Order in favor of the Existing Credit Agreement Prepetition Term Loan Administrative Agent or Existing Credit Agreement the Prepetition Term Loan Lenders; or (ix) Termination Termination, reduction or expiration of any exclusivity period for any Loan Party to file or solicit acceptances for a plan of reorganizationReorganization Plan; or (jxi) Termination of the Restructuring Support Agreement as to any party thereto in accordance with its terms; or (xii) Noncompliance by any Loan Party or any of its Subsidiaries with the terms of the DIP OrderInterim Order or the Final Order in any material respect or the occurrence of a Termination Event (as defined in the Orders); or (xiii) The Loan Parties shall commence, join in, assist or otherwise participate as an adverse party in any suit or other proceeding against (A) the Prepetition Term Loan Administrative Agent or any of the Prepetition Term Loan Lenders regarding the obligations of any Loan Party under the Prepetition Term Loan Credit Agreement or Liens granted to the Prepetition Term Loan Administrative Agent or any of the Prepetition Term Loan Lenders under the Prepetition Term Loan Credit Agreement Loan Documents or (B) the Administrative Agent or any of the Lenders regarding their respective rights and remedies under the Loan Documents in the Cases in a manner inconsistent with the Loan Documents; or (xiv) Any Loan Party shall file any motion seeking authority to consummate the sale of assets of any Loan Party that is Collateral (other than any such sale that is permitted under the Loan Documents or an Acceptable Plan of Reorganization) pursuant to section 363 of the Bankruptcy Code; or (xv) Any Loan Party or other Subsidiary shall take any action in support of any matter set forth in paragraphs (i)-(viii) and (xiii) above or in support of any filing by any Person of a Reorganization Plan that is not an Acceptable Plan of Reorganization and the relief requested is granted in an order that is not stayed pending appeal.

Cases. (a) Any There shall have occurred any of the Cases following in the Chapter 11 Cases: (other than i) the Cases bringing of PDSI a motion or PDVIIItaking of any action, in each case, by any Loan Party in the Chapter 11 Cases, or the entry of any order by the Bankruptcy Court in the Chapter 11 Cases: (w) shall be dismissed to obtain additional financing under section 364(c) or converted to a case under chapter 7 (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement or that does not provide for the repayment of all Obligations under this Agreement in full in cash on the date of closing of such additional financing; (x) to grant any Debtor shall file a motion Lien other than Liens expressly permitted under this Agreement upon or other pleading seeking affecting any Collateral; (y) except as provided in the dismissal of any Interim Order or Final Order, as the case may be, to use cash collateral of the Cases or a trustee Administrative Agent under chapter 11 or chapter 7 section 363(c) of the Bankruptcy Code or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed; or (b) An order of the Bankruptcy Court shall be entered granting any Other Superpriority Claim (other than with respect to (a) the Carve-Out in any of the Cases or (b) any application or order that provides for immediate indefeasible payment in full in cash of the Obligations other than contingent indemnification obligations not yet due) that is pari passu with or senior to the Superpriority Claims arising hereunder or under any of the other Loan Documents, or the Loan Parties shall create or incur, or the Bankruptcy Court enters an order granting, any Lien which is pari passu with or senior to any Liens under the Loan Documents not otherwise permitted hereunder or under the DIP Order; or (c) The Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code (or equivalent) so as to (A) permit a third party to proceed on any assets of any of the Debtors which have a value in excess of $1,000,000 in the aggregate or (B) permit other actions that would result in a Material Adverse Effect on the Debtors or their estates (taken as a whole); or (d) The Bankruptcy Court shall enter an order in any of the Cases denying or terminating the Debtors’ use of cash; or (A) An order of the Bankruptcy Court shall be entered reversing, amending, supplementing, staying, vacating or otherwise amending, supplementing or modifying the DIP Order, or any Debtor shall apply for the authority to do so, without the prior written consent of the Administrative Agent and the Required Lenders; or (Bz) that (in the DIP Order shall cease to create a valid and perfected Lien on case of any Loan Party) requests or seeks authority for or that (in the Collateral or to be in full force and effect; (C) case of an order shall have been entered by the Bankruptcy Court modifying on account of a request by any Loan Party) approves or provides authority to take any other action or actions adverse to the adequate protection obligations granted Administrative Agent and the Lenders or their rights and remedies hereunder or their interest in the Collateral; (ii) the 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 which does not provide for the repayment of all Obligations under this Agreement (x) in a manner consistent with the Restructuring Support Agreement or (y) in full in cash, in each case, on the Chapter 11 Effective Date and to which the Administrative Agent and the Required Lenders do not consent or otherwise agree to the treatment of their claims or the termination of any Loan Party’s exclusive right to file and solicit acceptances of a plan of reorganization; (iii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization (or of liquidation) other than the Plan of Reorganization; (iv) the entry of an order amending, supplementing, staying, vacating or otherwise modifying any Loan Document or the Interim Order or the Final Order in any case without the prior written consent of the Administrative Agent and the Required Lenders; (v) the failure to comply with any Milestone, except to the extent such Milestone is extended to a later date with the prior written consent of the Required Lenders; (vi) the payment of, or application by any Loan Party for authority to pay, any pre-petition claim without the Administrative Agent’s and the Required Lenders’ prior written consent other than as provided in any “first day order” in form and substance reasonably acceptable to the Required Lenders and as set forth in the Approved Budget or unless otherwise permitted under this Agreement; (Dvii) the entry of an order shall have been entered by the Bankruptcy Court avoiding appointing, or requiring disgorgement the filing of an application by any Loan Party, for an order seeking the appointment of, in either case without the consent of the Required Lenders, an interim or permanent trustee in the Chapter 11 Cases or the appointment of a receiver or an examiner under section 1104 of the Bankruptcy Code in the Chapter 11 Cases with expanded powers (beyond those set forth in sections 1106(a)(3) and 1106(a)(4) of the Bankruptcy Code) to operate or manage the financial affairs, the business, or reorganization of the Loan Parties or with the power to conduct an investigation of (or compel discovery from) the Administrative Agent or any the Lenders; or the sale without the Administrative Agent’s and the Required Lenders’ consent, of all or substantially all of a Loan Party’s assets either through a sale under section 363 of the Lenders Bankruptcy Code, through a confirmed plan of any amounts received reorganization in respect the Chapter 11 Cases, or otherwise, in each case, that does not provide for payment in full in cash of the ObligationsObligations on the closing date of such sale; (viii) the dismissal of the Chapter 11 Cases, (E) or if any Loan Party shall file a motion or other request with pleading seeking the Bankruptcy Court seeking any financing dismissal of the Chapter 11 Cases; (ix) the conversion of the Chapter 11 Cases from one under Section 364(d) chapter 11 to one under chapter 7 of the Bankruptcy Code secured or any Loan Party shall file a motion or other pleading seeking the conversion of the Chapter 11 Cases under section 1112 of the Bankruptcy Code or otherwise; (x) 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 to execute upon or enforce a Lien on any Collateral, or (y) with respect to any Lien of or the granting of any Lien on any Collateral to any state or local environmental or regulatory agency or authority; (xi) the entry of an order in the Chapter 11 Cases avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents; (xii) the failure of any Loan Party to perform any of its obligations under the Interim Order or the Final Order or any violation of any of the Collateral that does not provide for termination terms of the Commitments Interim Order or the Final Order; (xiii) the challenge by any Loan Party to the validity, extent, perfection or priority of any liens granted under, or any obligations arising under, the 6% Notes Documents or the Loan Documents; (xiv) the remittance, use or application of cash collateral other than in accordance with any cash management procedures and indefeasible payment orders entered by the Bankruptcy Court; (xv) the entry of an order (other than the Orders) in any of the Chapter 11 Cases granting any other super priority administrative claim or Lien equal or superior to that granted to the Agent, on behalf of itself and the Lenders, without the consent in writing of the Administrative Agent and the Required Lenders; (xvi) the filing of a motion by any Loan Party requesting, or the entry of any order granting, any super-priority claim which is senior or pari passu with the Lenders’ claims except to the extent the claim relates to new financing that provides for the repayment of all Obligations under this Agreement irrevocably in full in cash on the closing of such new financing; (xvii) except to the extent expressly permitted by the terms of the Restructuring Support Agreement, the entry of an order precluding or modifying the Administrative Agent from having the right to or being permitted to “credit bid”; (xviii) any attempt by any Loan Party to reduce, set off or subordinate the Obligations or the Liens securing such Obligations to any other debt; (other than contingent indemnity obligations not yet duexix) the Interim Order or the Final Order or any provision thereof (Fas applicable) other than is reversed, vacated or stayed, in each case, without the consent of the Required Lenders; (xx) the payment of or granting adequate protection with respect to the Carve-Outany Prepetition Indebtedness, a final non-appealable order except as set forth in the Cases shall be entered charging Interim order or the Final Order; (xxi) an application for any of the Collateral under orders described in this Section 506(c8.01(p) of the Bankruptcy Code against the Lenders; or (f) Except as permitted shall be made by the DIP Budget, any Final Order of the Bankruptcy Court, or as otherwise permitted hereunder, any Debtor shall make any Prepetition Payment; or (g) Any Loan Party or other Subsidiary shall take any action in support of any filing by any a Person of a plan of reorganization that is not an Acceptable Plan of Reorganization (other than the Cases of PDSI Administrative Agent or PDVIII) or any other Person shall do so the Lenders and such application is not contested in good faith by the Loan Parties in good faith and the relief requested is granted in an order that is not stayed pending appeal; (xxii) the cessation of Liens or super-priority claims granted with respect to this Agreement to be valid, perfected and enforceable in each case unless the Administrative Agent (with the consent of the Required Lenders) consents to such actionall respects; or (hxxiii) The the Bankruptcy Court shall grant any motion which seeks to, (1) disallow in whole or in part any cease to have exclusive jurisdiction with respect to all matters relating to the exercise of the Obligations arising rights and remedies under this Agreement or any other Loan Document, (2) disallow in whole or in part any of the Indebtedness owed by the Loan Parties under the Existing Credit Agreement Documents, (3) challenge the validity and enforceability of Orders, the Liens or security interests granted under any of and the Loan Documents or in the DIP Order in favor of the Administrative Agent, or (4) challenge the validity and enforceability of the Liens or security interests granted under the Existing Credit Agreement Documents or in any Order in favor of the Existing Credit Agreement Agent or Existing Credit Agreement Lenders; or (i) Termination or expiration of any exclusivity period for any Loan Party to file or solicit acceptances for a plan of reorganization; or (j) Noncompliance by any Loan Party or any of its Subsidiaries with the terms of the DIP OrderCollateral.

Cases. There shall occur any of the following in the Cases: (a) Any the bringing of a motion or taking of any action by any of the Debtors or any Subsidiary, or any person claiming to act by or through any Debtor or any Subsidiary (i) to grant any Lien other than Liens permitted pursuant to Section 6.06 or the Orders upon or affecting any DIP Collateral or (ii) to use cash collateral of the Agents and the other Secured Parties under Section 363(c) of the Bankruptcy Code without the prior written consent of the Required Financing Commitment Parties, except as provided in the Interim Order or Final Order; (b) the entry of an order in any of the Cases confirming a Reorganization Plan that is not an Acceptable Plan; (c) (A) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Interim Order or the Final Order in any material respect without the written consent of the Required Financing Commitment Parties, the filing of a motion by a Loan Party or any Subsidiary thereof for reconsideration with respect to the Interim Order or the Final Order, or the Interim Order or the Final Order shall otherwise not be in full force and effect or (B) any Debtor or any Subsidiary shall fail to comply with the Orders in any material respect; (d) the allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against any Agent, any Lender, any other Secured Party or any of the DIP Collateral; (e) the appointment of a trustee, receiver or an examiner (other than a fee examiner) in the Cases with expanded powers to operate or manage the financial affairs, the business, or reorganization of PDSI the Debtors; (f) the dismissal of any Case, or PDVIII) shall be dismissed or converted the conversion of any Case from one under Chapter 11 to a case one under chapter Chapter 7 of the Bankruptcy Code Code, or any Debtor shall file a motion or other pleading seeking the dismissal of any of the Cases or a trustee Case under chapter 11 or chapter 7 Section 1112 of the Bankruptcy Code or otherwise; (g) any Debtor shall file a motion seeking, or the Bankruptcy Court shall enter an examiner with enlarged powers relating to the operation order granting, relief from or modification of the business Automatic Stay (powers beyond those i) to allow any creditor (other than the Agents) to execute upon or enforce a Lien on any DIP Collateral with a value in excess of $2,500,000, (ii) except as set forth in the RSA, approving any settlement or other stipulation not approved by the Required Financing Commitment Parties (which approval shall not be unreasonably withheld) with any secured creditor of any Debtor providing for payments as adequate protection or otherwise to such secured creditor or (iii) with respect to any Lien on or the granting of any Lien on any DIP Collateral to any federal, state or local environmental or regulatory agency or authority; (h) the commencement of a suit or an action (but not including a motion for standing to commence a suit or an action) by a Loan Party or any Subsidiary thereof against any Agent, any Lender or any other Secured Party, where such suit or action asserts or seeks by or on behalf of a Debtor, a claim or any legal or equitable remedy that would (x) have the effect of invalidating, subordinating or challenging any or all of the Obligations or Liens of any Agent (on behalf of the Secured Parties) to any other claim, or (y) have a Material Adverse Effect on the rights and remedies of any Agent or the collectability of all or any portion of the Obligations (other than a challenge as to whether an Event of Default has, in fact, occurred and is continuing); (i) the entry of an order in the Cases terminating the exclusive right of any Debtor to file a Chapter 11 plan pursuant to Section 1106(a)(3) and (4) 1121 of the Bankruptcy Code; (j) there shall arise or be appointed; or granted by the Bankruptcy Court (i) any claim having priority over any or all administrative expenses of the kind specified in clause (b) An of Section 503 of the Bankruptcy Code or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve Out) or (ii) any Lien on the DIP Collateral having a priority senior to or pari passu with the Liens and security interests granted herein, except, in each case, as expressly provided in the Loan Documents or in the Orders then in effect (but only in the event specifically consented to by the Administrative Agent (at the direction of the Required Financing Commitment Parties)), whichever is in effect; (k) an order of the Bankruptcy Court shall be entered granting denying or terminating use of cash collateral by the Debtors; (l) the filing of any Other Superpriority Claim motion by the Debtors seeking approval of (or the entry of an order by the Bankruptcy Court approving) adequate protection in respect of the First Lien Notes Obligations that is inconsistent with an Order; (m) without the Required Financing Commitment Parties’ consent, the entry of any order by the Bankruptcy Court granting, or the filing by any Debtor or any of its Subsidiaries of any motion or other request with the Bankruptcy Court (in each case, other than with respect the Orders and motions seeking entry thereof or permitted amendments or modifications thereto) seeking authority to (a) the Carve-Out in use any cash proceeds of any of the Cases or (b) any application or order that provides for immediate indefeasible payment in full in cash of the Obligations DIP Collateral other than contingent indemnification obligations not yet due) that is pari passu in accordance with this Agreement or senior to the Superpriority Claims arising hereunder or under obtain any of the other Loan Documents, or the Loan Parties shall create or incur, or the Bankruptcy Court enters an order granting, any Lien which is pari passu with or senior to any Liens under the Loan Documents not otherwise permitted hereunder or under the DIP Order; or (c) The Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable financing under Section 362 364 of the Bankruptcy Code (or equivalent) so as other than pursuant to (A) permit a third party to proceed on any assets of any of the Debtors which have a value in excess of $1,000,000 in the aggregate or (B) permit other actions that would result in a Material Adverse Effect on the Debtors or their estates (taken as a whole); orLoan Documents; (dn) The Bankruptcy Court shall enter an order in any of without the Cases denying or terminating Required Financing Commitment Parties’ consent, the Debtors’ use of cash; or (A) An order of the Bankruptcy Court shall be entered reversing, amending, supplementing, staying, vacating or otherwise amending, supplementing or modifying the DIP Order, or filing by any Debtor shall apply for the authority to do so, without the prior written consent of the Administrative Agent and the Required Lenders; (B) the DIP Order shall cease to create a valid and perfected Lien on the Collateral or to be in full force and effect; (C) an order shall have been entered by the Bankruptcy Court modifying the adequate protection obligations granted in any Order without the prior written consent of the Required Lenders, (D) an order shall have been entered by the Bankruptcy Court avoiding or requiring disgorgement by any Agent or any of the Lenders its Subsidiaries of any amounts received in respect of the Obligations, (E) any Loan Party shall file a motion or other request with the Bankruptcy Court seeking any financing under Section 364(d) authority to consummate a sale of material assets constituting DIP Collateral outside the Bankruptcy Code secured by any ordinary course of the Collateral that does business and not provide for termination of the Commitments and indefeasible payment in full in cash of the Obligations (other than contingent indemnity obligations not yet due) or (F) other than with respect to the Carve-Out, a final non-appealable order in the Cases shall be entered charging any of the Collateral under Section 506(c) of the Bankruptcy Code against the Lenders; orpermitted hereunder; (fo) Except as permitted by the DIP Budget, any Final Order of the Bankruptcy Court, or as otherwise permitted hereunder, any Debtor shall make any Prepetition Paymentpayment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any of its pre-petition Indebtedness or payables other than payments authorized or required by one or more First Day Orders or related “second day” orders or any of the Orders (or other orders with the consent of Required Financing Commitment Parties) and consistent with the then Approved DIP Budget; or (gp) Any Loan Party or other Subsidiary shall take any action in support of any the filing by any Person of the Debtors of a plan of reorganization that is not Reorganization Plan other than an Acceptable Plan of Reorganization (other than the Cases of PDSI or PDVIII) or any other Person shall do so and such application is not contested in good faith by the Loan Parties and the relief requested is granted in an order that is not stayed pending appeal, in each case unless the Administrative Agent (with the consent of the Required Lenders) consents to such action; or (h) The Bankruptcy Court shall grant any motion which seeks to, (1) disallow in whole or in part any of the Obligations arising under this Agreement or any other Loan Document, (2) disallow in whole or in part any of the Indebtedness owed by the Loan Parties under the Existing Credit Agreement Documents, (3) challenge the validity and enforceability of the Liens or security interests granted under any of the Loan Documents or in the DIP Order in favor of the Administrative Agent, or (4) challenge the validity and enforceability of the Liens or security interests granted under the Existing Credit Agreement Documents or in any Order in favor of the Existing Credit Agreement Agent or Existing Credit Agreement Lenders; or (i) Termination or expiration of any exclusivity period for any Loan Party to file or solicit acceptances for a plan of reorganization; or (j) Noncompliance by any Loan Party or any of its Subsidiaries with the terms of the DIP Order.Plan;