Common use of Chapter 11 Cases Clause in Contracts

Chapter 11 Cases. (i) the entry of an order dismissing any of the Chapter 11 Cases of the Borrowers or converting either of the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Code, or any filing by any Borrower of a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion; (ii) a trustee, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such an order, without the prior written consent of the Requisite Lenders and the Agent; (iv) the entry of an order in any of the Chapter 11 Cases granting relief from any stay or proceeding (including the automatic stay) so as to allow a third party to proceed with foreclosure against any assets of either Borrower without the prior written consent of the Requisite Lenders and the Agent; (a) the entry of a Final Order in the Chapter 11 Cases (1) charging any of the Collateral under section 506(c) of the Bankruptcy Code against the Lenders, (2) avoiding or requiring disgorgement by any of the Lenders of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Requisite Lenders, the entry of an order in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;

Chapter 11 Cases. (i) the entry of an order dismissing any of the Chapter 11 Cases of the Borrowers or converting either of the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Code, or any filing by any Borrower of a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion; (ii) a trustee, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) From and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying after the Interim DIP Financing Order Date to and until Full Payment, Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims or Liens provided in the Final DIP Financing OrderOrders, whether by appeal as applicable, and except for the Carve-Out, incur, create, assume, suffer to exist or otherwisepermit, or file any motion seeking, any other DIP Superpriority Claim which is pari passu with, or senior to the filing by claims and Liens of, the Administrative Agent and Lenders. (b) Make or permit to be made any Borrower of an applicationamendment or change to the DIP Orders, motion or other pleading seeking entry of such an orderas applicable, without the prior written consent of the Requisite Lenders Administrative Agent and the Agent;Required Lenders. (ivc) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the entry of an order in Administrative Agent or any Lender with respect to any Loan Document, or any of the Chapter 11 Cases granting relief from liens, claims, rights, benefits or protections granted hereunder or thereunder, or any stay of the transactions contemplated hereby or proceeding thereby. (d) Make (i) any Prepetition “critical vendor” payments or other payments on account of any creditor’s Prepetition unsecured claim, (ii) payments on account of claims or expenses arising under section 503(b)(9) of the Bankruptcy Code or (iii) payments under any management incentive plan or on account of claims or expenses arising under section 503(c) of the Bankruptcy Code, except in amounts and on terms and conditions that (a) are approved by the Bankruptcy Court after notice and a hearing, and (b) are expressly permitted by, and in compliance with, the terms of the Loan Documents (including the automatic stay) so as Budget Covenant and the Approved Budget, subject to allow a third party to proceed any Permitted Variance), or otherwise with foreclosure against any assets of either Borrower without the prior written consent of the Requisite Lenders Administrative Agent and the Agent;Required Lenders. (ae) File any material motion or application with the entry Bankruptcy Court with regard to actions taken outside the Ordinary Course of a Final Order in the Chapter 11 Cases (1) charging any Business of the Collateral under section 506(c) of Debtors without consulting with the Bankruptcy Code against Administrative Agent and providing the LendersAdministrative Agent and the Lenders prior (in any case, not less than two (2) avoiding Business Days’ (or requiring disgorgement by as soon as reasonably practicable if two (2) Business Days in advance is not reasonably practicable)) notice and the opportunity to review and comment on each such motion. (f) Subject to the applicable DIP Order, object to, contest, delay, prevent, or interfere in any of manner with, the Lenders exercise of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of by the Agents Administrative Agent or the Lenders under with respect to the DIP Facility in either of Collateral following the Chapter 11 Cases of occurrence and during the Borrowers; (vi) without the consent of the Agent and the Requisite Lenders, the entry continuance of an order in either Event of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;Default.

Chapter 11 Cases. (ia) Except for the entry of an order dismissing any of the Chapter 11 Cases of the Borrowers Carve-Out, incur, create, assume, suffer to exist or converting either of the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Codepermit, or file any filing by motion seeking, any Borrower of a motion other superpriority claim which is pari passu with, or senior to the claims, security interests and Liens of, the Administrative Agent, Lenders and any other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion;Secured Parties. (iib) a trusteeMake or permit to be made any change to the Orders, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such an orderas applicable, without the prior written consent of the Requisite Lenders and the Agent;Required Lenders. (ivc) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against the entry of an order in Administrative Agent, any Lender (or Affiliate thereof) or the holders of the Chapter 11 Cases granting relief from any stay 6% Notes with respect to this Agreement, the other Loan Documents, the transactions contemplated hereby or proceeding (including thereby, the automatic stay) so as to allow a third party to proceed with foreclosure against any assets of either Borrower without 6% Notes Documents, the prior written consent of other documents or agreements executed or delivered in connection therewith or the Requisite Lenders and the Agent;transactions contemplated thereby. (ad) the entry Make (i) any prepetition “critical vendor” payments or other payments on account of a Final Order in the Chapter 11 Cases any creditor’s prepetition unsecured claim, (1ii) charging any payments on account of the Collateral claims or expenses arising under section 506(c503(b)(9) of the Bankruptcy Code against the Lenders, or (2iii) avoiding payments under any management incentive plan or requiring disgorgement by any on account of claims or expenses arising under section 503(c) of the Lenders of any Bankruptcy Code, except in amounts received in respect and on terms and conditions that (a) are approved by order of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or Bankruptcy Court after notice and a hearing and (b) the commencement of other actions are expressly permitted by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies terms of the Agents or Loan Documents and within the Lenders under the DIP Facility in either limits, including any allowed variance, of the Chapter 11 Cases of the Borrowers; (vi) without Approved Budget or otherwise with the consent of the Agent and Required Lenders. (e) File any motion or application with the Requisite Lenders, Bankruptcy Court with regard to actions taken outside the entry ordinary course of an order in either business of the Chapter 11 Cases of Loan Parties without consulting with the Borrowers seeking authority Lenders and providing the Lenders prior (1) to obtain financing under Section 364 of the Bankruptcy Code (other in any case, not less than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or two (2) to use any Cash proceeds of any of the Collateral without the LendersBusiness Days’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereofsuch lesser time as may be acceptable to Required Lenders in their sole discretion)) seeking, or otherwise consenting to, any of notice and the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection opportunity to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking review and comment on each such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;motion.

Chapter 11 Cases. Obligors shall not: (a) Other than the claims and Liens of the Administrative Agent arising from this Agreement, and other than the adequate protection claims of permitted in the DIP Orders, as applicable, and except for the Carve-Out, incur, create, assume, suffer to exist or permit, or file any motion seeking, any other DIP Superpriority Claim which is pari passu with, or senior to the claims and Liens of, the Administrative Agent and Lenders. (b) Make or permit to be made any amendment or change to the DIP Orders, as applicable, without the consent of the Required Lenders. (c) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against any Agent, any Lender or any Prepetition Secured Party with respect to any Loan Document or any Prepetition Loan Document, or any of the liens, claims, rights, benefits or protections granted hereunder or thereunder, or any of the transactions contemplated hereby or thereby. (d) Make (i) the entry any prepetition “critical vendor” payments or other payments on account of an order dismissing any creditor’s prepetition unsecured claim, (ii) payments on account of claims or expenses arising under section 503(b)(9) of the Chapter 11 Cases Bankruptcy Code or (iii) payments under any management incentive plan or on account of the Borrowers claims or converting either of the Chapter 11 Cases of the Borrowers to a case expenses arising under chapter 7 section 503(c) of the Bankruptcy Code, or any filing except in amounts and on terms and conditions that (a) are approved by any Borrower of Chapter 11 Order after notice and a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion; (ii) a trusteehearing, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4b) are expressly permitted by, and in compliance with, the terms of the Bankruptcy Code) under section 1104 of Loan Documents (including the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of Budget Covenant and the Chapter 11 Cases of the BorrowersApproved Budget, subject to any Borrower applies for, consents toPermitted Variance), or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without otherwise with the prior written consent of the Requisite Lenders in their sole discretion;Required Lenders. (iiie) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by File any Borrower of an application, material motion or other pleading seeking entry application with the Bankruptcy Court with regard to actions taken outside the Ordinary Course of such an order, without the prior written consent Business of the Requisite Debtors without consulting with the Lenders and providing the Agent; Lenders prior (iv) the entry of an order in any of the Chapter 11 Cases granting relief from any stay or proceeding (including the automatic stay) so as to allow a third party to proceed with foreclosure against any assets of either Borrower without the prior written consent of the Requisite Lenders and the Agent; (a) the entry of a Final Order in the Chapter 11 Cases (1) charging any of the Collateral under section 506(c) of the Bankruptcy Code against the Lenderscase, not less than two (2) avoiding Business Days’ (or requiring disgorgement by as soon as reasonably practicable if two (2) Business Days in advance is not reasonably practicable)) notice and the opportunity to review and comment on each such motion. (f) Subject to the applicable DIP Order, object to, contest, delay, prevent, or interfere in any of manner with, the Lenders exercise of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of by the Agents Administrative Agent or the Lenders under with respect to the DIP Facility in either of Collateral following the Chapter 11 Cases of occurrence and during the Borrowers; (vi) without the consent of the Agent and the Requisite Lenders, the entry continuance of an order in either Event of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;Default.

Chapter 11 Cases. (ia) Except for the entry of an order dismissing Carve-Out, incur, create, assume, suffer to exist or permit any other Superpriority Claim which is pari passu with or senior to the claims of the Chapter 11 Cases Administrative Agent and Lenders against the Loan Parties or the adequate protection Liens or claims, if any, of the Borrowers Prepetition Agent or converting either of Prepetition Lenders against the Chapter 11 Cases of Loan Parties, except as set forth in the Borrowers to a case under chapter 7 of the Bankruptcy CodeInterim Order or Final Order, or any filing by any Borrower of a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion;as applicable. (iib) a trustee, responsible officer Make or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, permit to be made any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying change to the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such an order, without the prior written consent of the Requisite Lenders and the Agent;. (ivc) File an application for the entry approval of an order any superpriority claim or any Lien in any of the Chapter 11 Cases granting relief from that is pari passu with or senior to the Liens securing the Obligations, Liens securing the obligations under the Prepetition Credit Agreement, or any stay or proceeding (including Liens granted by the automatic stay) so Bankruptcy Court to the Prepetition Agent on behalf of itself and the Prepetition Lenders as to allow a third party to proceed with foreclosure against any assets of either Borrower adequate protection for the Prepetition Agent’s prepetition Liens without the prior written consent of the Requisite Lenders Administrative Agent and the Prepetition Agent;. (ad) Commence any adversary proceeding, contested matter or other action asserting any claims or defenses or otherwise against Administrative Agent, any Lender, the entry Prepetition Agent or any Prepetition Lender with respect to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, the Prepetition Credit Agreement, the other documents or agreements executed or delivered in connection therewith or the transactions contemplated thereby. (e) The Loan Parties shall not make (i) any prepetition “critical vendor” payments or other payments on account of a Final Order in the Chapter 11 Cases any creditor’s prepetition unsecured claim, (1ii) charging any payments on account of the Collateral claims or expenses arising under section 506(c503(b)(9) of the Bankruptcy Code against the Lenders, or (2iii) avoiding payments under any management incentive plan or requiring disgorgement by any on account of claims or expenses arising under section 503(c) of the Lenders of any Bankruptcy Code, except in each case in amounts received in respect and on terms and conditions that (a) are approved by order of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or Bankruptcy Court after notice and a hearing and (b) the commencement of other actions are expressly permitted by the Borrowers that challenge terms of the validityLoan Documents and within the limits, extent or priority including any allowed variance, of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Requisite Lenders, the entry of an order in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;approved Thirteen Week Forecast.

Chapter 11 Cases. (i) The occurrence of any of the entry of an order dismissing following in any of the Chapter 11 Cases Cases: (i) Other than a motion in support of the Borrowers or converting either of DIP Order, the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Code, or any filing by any Borrower bringing of a motion or other pleading seeking entry taking of such an order any action by any Obligor in the Chapter 11 Cases: (A) to obtain additional financing under Section 364(c) or supports or fails to timely oppose such dismissal or conversion; (ii) a trustee, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4Section 364(d) of the Bankruptcy CodeCode not otherwise permitted pursuant to this Agreement; (B) to grant any Lien other than Permitted Liens upon or affecting any Collateral; (C) except as provided in the DIP Order, to use cash collateral of the Administrative Agent and the other Secured Parties or Senior Secured Lenders or Prepetition Administrative Agent under section 1104 Section 363(c) of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Administrative Agent (at the Direction of the Majority Lenders); or (D) any other action or actions adverse to (x) the Administrative Agent and Lenders or the Prepetition Administrative Agent and Prepetition Creditors or their rights and remedies hereunder, under any other Loan Documents, or their interest in the Collateral or (y) the Prepetition Administrative Agent, the Senior Secured Lenders or their sole discretion;rights under the Senior Secured Credit Agreement or the other Senior Secured Loan Documents or their interest in the Prepetition Collateral. (ii) (A) The filing of any plan of reorganization or plan of liquidation by any Obligor that is not an Acceptable Plan, or any disclosure statement attendant thereto, or any amendment to any such plan or disclosure statement or any other motion, pleading, agreement or term sheet in support of such a plan by an Obligor to which the Administrative Agent (at the Direction of the Majority Lenders) does not consent or any of the Obligors or their Subsidiaries shall seek, support or fail to contest in good faith the filing or confirmation of any such plan or entry of any such order, (B) the entry of any order terminating any Obligor’s exclusive right to file a plan of reorganization or plan of liquidation, or (C) the expiration of any Obligor’s exclusive right to file a plan of reorganization or plan of liquidation. (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such an order, without the prior written consent of the Requisite Lenders and the Agent; (iv) the The entry of an order in any of the Chapter 11 Cases confirming a plan of reorganization or plan of liquidation that is not an Acceptable Plan. (iv) (x) The entry of an order amending, supplementing, staying, vacating or otherwise modifying the Loan Documents or Approved Bankruptcy Court Orders without the written consent (email shall suffice) of the Administrative Agent (at the Direction of the Majority Lenders) or the filing by an Obligor of a motion to alter, amend, vacate, supplement, modify, or reconsider, any Approved Bankruptcy Court Orders; (v) The allowance of any claim or claims under Section 506(c) of the Bankruptcy Code or otherwise against the Administrative Agent, any Lender or any of the Collateral or against the Prepetition Administrative Agent, any Prepetition Creditor or any Prepetition Collateral; (vi) The appointment of a trustee or an examiner with expanded powers to operate or manage the financial affairs, the business, or reorganization of the Obligors (without consent of the Administrative Agent (at the Direction of the Majority Lenders)); (A) The dismissal of the Chapter 11 Cases or (B) any Obligor shall file a motion or other pleading seeking the dismissal of the Chapter 11 Cases under Section 1112 of the Bankruptcy Code or otherwise; (viii) Any Obligor shall file a motion (without consent of the Administrative Agent (at the Direction of the Majority Lenders)) seeking, or the Bankruptcy Court shall enter an order granting, relief from or modifying the Automatic Stay (A) to allow any creditor (other than the Administrative Agent) to execute upon or enforce a Lien on any Collateral or (B) approving any settlement or other stipulation not approved by the Majority Lenders with any creditor of any Obligor providing for payments as adequate protection or otherwise to such secured creditor; provided that, for the avoidance of doubt, entry of an order granting relief from or modifying the Automatic Stay to permit setoff pursuant to section 553 of the Bankruptcy Code shall not constitute an Event of Default; (ix) The entry of an order in the Chapter 11 Cases avoiding or permitting recovery of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents; (x) The failure of any Obligor to perform in any material respect any of its obligations under the Interim Order, the Final Order or any other Approved Bankruptcy Court Order; (xi) Except for any First Day Order, entry of any order of the Bankruptcy Court authorizing any claims or charges, other than in respect of this Agreement and the other Loan Documents, or as otherwise permitted under the applicable Loan Documents or permitted under the DIP Orders, entitled to superpriority administrative expense claim status in any Chapter 11 Case pursuant to Section 364(c)(1) of the Bankruptcy Code pari passu with or senior to the claims of the Administrative Agent and the Secured Parties under this Agreement and the other Loan Documents, or there shall be granted by the Bankruptcy Court (A) any claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code or (B) any Lien on the 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 DIP Order then in effect (but only in the event specifically consented to by the Administrative Agent (at the Direction of the Majority Lenders)), whichever is in effect; (xii) The DIP Order shall cease to create a valid and perfected Lien (which creation and perfection shall not require any further action other than the entry of the DIP Order) on the Collateral or to be in full force and effect, shall have been reversed, modified, amended, stayed, vacated, or subject to stay pending appeal, in the case of modification or proceeding (including the automatic stay) so as to allow a third party to proceed with foreclosure against any assets of either Borrower amendment, without the prior written consent of the Requisite Lenders and Administrative Agent (at the AgentDirection of the Majority Lenders); (axiii) the Subject to entry of a the Final Order Order, an order in the Chapter 11 Cases shall be entered (1A) charging any of the Collateral under section Section 506(c) of the Bankruptcy Code against the LendersAdministrative Agent and the Secured Parties, or (2B) avoiding limiting the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prepetition Administrative Agent on the Collateral to any proceeds, products, offspring, or requiring disgorgement profits of the Collateral acquired by any of Obligor after the Lenders of any amounts received in respect of the Obligations under the DIP Facility Petition Date, or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by that are materially adverse to the Borrowers that challenge Administrative Agent, the validity, extent Secured Parties or priority of any Liens on the Collateral or the their respective rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Requisite Lenders, the entry of an order in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order Loan Documents in any of the Chapter 11 Cases or inconsistent with any of the Loan Documents; (xiv) Any order having been entered or granted by either the Bankruptcy Court or any other court of competent jurisdiction materially adversely impacting the rights and interests of the Administrative Agent and the Lenders, as determined by the Majority Lenders, without the prior written consent of the Administrative Agent (at the Direction of the Majority Lenders); (xv) An order of the Bankruptcy Court shall be entered denying or terminating use of Cash Collateral by the Obligors authorized by the DIP Order; (xvi) Any Obligor shall challenge, support or encourage a challenge of any Borrower’s exclusive period payments made to file a Chapter 11 Planthe Administrative Agent or any Lender with respect to the Obligations or to the Prepetition Administrative Agent or the Senior Secured Lenders with respect to the Prepetition Obligations, or without the consent of the Administrative Agent (at the Direction of the Majority Lenders), the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) by the filing or support Obligors seeking approval of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court approving) adequate protection to any Prepetition Administrative Agent or lender that is inconsistent with the DIP Order; (xvii) Except for any First Day Order and without the Administrative Agent’s (at the Direction of the Majority Lenders) and the Majority Lenders’ consent, any Obligor or any Subsidiary thereof shall file any motion or other request with the Bankruptcy Court seeking (A) to grant or impose, under Section 364 of the Bankruptcy Code or otherwise, liens or security interests in favor any DIP Collateral, whether senior or equal to the Administrative Agent’s liens and security interests; or (B) to modify or affect any of the rights of the Administrative Agent or the Lenders under the DIP Order, the Loan Documents, and related documents by any Creditors’ Committee appointed plan of reorganization confirmed in the Chapter 11 Cases or subsequent order entered in the Chapter 11 Cases; (xviii) Any Obligor or any Subsidiary thereof or any Debtor shall take any action in support of any matter set forth in this Section 11.01(g) or any other Person shall do so and such application is not contested in good faith by the Obligors and the relief requested is granted in an order that is not stayed pending appeal; (xix) Any Debtor shall be enjoined from conducting any material portion of its business, any ad hoc committeedisruption of the material business operations of the Debtors shall occur, or any other party material damage to or loss of material assets of any Debtor shall occur and, in interesteach case and, in each case, such event or circumstance would reasonably be expected to have a Material Adverse Effect; (ixx) sustaining an objection Any Debtor shall deny in writing that such Debtor has liability or obligation under this Agreement for the Obligations or seeks to claims recover any monetary damages from the Administrative Agent, any Lender, any of the Senior Secured Lenders; (xxi) The Bankruptcy Court shall grant relief under any motion or other pleading filed by any Debtor that results in the occurrence of an Event of Default; provided that the Obligors hereby agree that the Administrative Agent shall be entitled to request an expedited hearing on any such motion and hereby consent to such expedited hearing (and the Administrative Agent is authorized to represent to the Bankruptcy Court that the Obligors have consented to such expedited hearing on the motion); (xxii) The Bankruptcy Court not approving the roll-up of the Senior Secured Obligations as contemplated in this Agreement or entry of an Order amending, waiving, or modifying such roll-up. (xxiii) If the Final Order does not include a waiver, in form and substance satisfactory to the Administrative Agent and the Lenders (which satisfaction may be communicated via an email from any of the DIP Professionals), of (A) the right to surcharge the Collateral under Section 506(c) of the Bankruptcy Code and (B) any ability to limit the extension under Section 552(b) of the Bankruptcy Code of the Liens of the Prepetition Administrative Agent on the Collateral to any proceeds, products, offspring, or profits of the Collateral acquired by any Obligor after the Petition Date; (xxiv) Any Debtor shall deny in writing such Debtor’s liability or obligations under this Agreement or seeks to recover any monetary damage from the Administrative Agent, any Lender or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the LendersPrepetition Secured Parties; (xixxv) Failure of the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any other Obligor to use the proceeds of the Loans as set forth in and in compliance with the Approved Budget (subject to variances permitted hereunder) and this Agreement; (xxvi) Failure of the Borrower files or support to pay the filing fees of any pleadings seeking such reliefthe professional advisors and counsel of the Administrative Agent, Prepetition Administrative Agent and the Lenders pursuant to this Agreement and the DIP Order; or (xiixxvii) Failure of the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than Obligor to achieve the Chapter 11 Cases;milestones set forth in Section 8.21, subject to the terms thereof.

Chapter 11 Cases. (i) the entry of an order dismissing any of the Any Chapter 11 Cases of the Borrowers Case shall be dismissed or converting either of the Chapter 11 Cases of the Borrowers converted to a case under chapter 7 of the Bankruptcy Code, Code or any filing by any Borrower of Debtor shall file a motion or other pleading seeking entry of such an order or supports or fails to timely oppose such the dismissal or conversion; conversion of any Chapter 11 Case pursuant to Bankruptcy Code section 1112 or otherwise; or (ii) a trustee, responsible officer officer, or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is pursuant to Bankruptcy Code section 1104 shall be appointed or elected elected, as applicable, in either of the any Chapter 11 Cases of the BorrowersCase, any Borrower applies Debtor shall apply for, consents consent to, or acquiesces acquiesce in, any such appointment, or the Bankruptcy Court shall have entered enter an order providing for such appointment; (b) Any Debtor shall file a motion or application for the approval of any superpriority claim, lien or security interest in the Chapter 11 Cases (other than the Carve-Out) that is pari passu with, or senior to claims, liens and interests of the Administrative Agent, the Collateral Agent and the Lenders; (c) Any Debtor creates or incurs, or the Bankruptcy Court enters an order granting, any claim, lien or security interest that is pari passu with, or senior to, any of the liens, claims or security interests granted to the Lenders, the Administrative Agent and the Collateral Agent; (d) Without the consent of the Required Lenders in their sole discretion, an order shall be entered reversing, staying, vacating, extending, supplementing, modifying or amending the Final DIP Order, or any Debtor shall file an application, motion or other pleading, or shall consent to the filing of such application, motion or other pleading seeking the foregoing; (e) Without the consent of the Required Lenders in their sole discretion, the date any provision of the Final DIP Order for any reason ceases to be valid and binding or any Debtor so asserts in any pleading filed in any court; (f) The Debtors, subject to permitted variances and Section 10.10 of this Agreement, shall not use the Loans and Collateral in a manner consistent with the Approved Budget and otherwise comply in any respect with any provision of the Final DIP Order; (g) the Bankruptcy Court shall enter an order or orders granting relief from the automatic stay to the holder or holders of any security interest to proceed against, including foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any of the Debtor’s assets (other than in respect of insurance proceeds or with respect to assets having a fair market value of less than $1,000,000); (h) Following the entry of the Final DIP Order, an order of the Bankruptcy Court (or any other court of competent jurisdiction) shall be entered against any Lender regarding the Loans that has an adverse effect on such Lender’s rights and remedies hereunder; or any Debtor shall file a motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking the foregoing; (i) Debtor’s use or support of any portion of the Loans or Collateral to challenge the validity, perfection, priority, extent or enforceability of the Loans or the prepetition obligation or the Liens on the assets of the Debtors securing the Loans or the prepetition obligations; (j) Any Debtor’s support of any investigation or assertion of any claims against any Lender or any Agent; (k) Filing by any Debtor of any motion or proceeding, or the entry of any order by the Bankruptcy Court, which could have material impairment of the Lender’s rights under the Credit Documents; (l) An order shall be entered reversing, staying, vacating, terminating, modifying or amending the Sale Order, in each case without the prior written consent of the Requisite Required Lenders in their sole discretion; (iii) the entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing Order, whether by appeal or otherwise, or the filing by any Borrower of an application, Debtor shall file a motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking entry of such an order, without the prior written consent of the Requisite Lenders and the Agentforegoing; (ivm) the entry Any material breach of, or failure to perform by Debtors of an order in any of their agreements, covenants, representations or warranties contained in the Chapter 11 Cases granting relief from Asset Purchase Agreement or in the Sale Order, which continues unremedied or uncured beyond any stay applicable notice or proceeding (including the automatic stay) so as to allow a third party to proceed with foreclosure against any assets of either Borrower without the prior written consent of the Requisite Lenders and the Agentgrace period set forth therein; (an) The termination of the entry Asset Purchase Agreement pursuant to Section 11 thereof prior to the APA Closing Date; (o) Payment of or granting adequate protection with respect to prepetition claims other than as approved by the Bankruptcy Court on or prior to the Effective Date or provided for in the Final DIP Order; or any Debtor shall file a Final Order motion or other pleading or shall consent to a motion or other pleading filed by any other Person seeking the foregoing; (p) A final non-appealable order of the Bankruptcy Court shall be entered that provides for the recovery from any portions of the Collateral of any costs or expenses of preserving or disposing of such Collateral under section 506(c) of the Bankruptcy Code; or any Credit Party shall bring a motion in the Chapter 11 Cases seeking, or otherwise consent to, authority from the Bankruptcy Court (1i) charging to recover from any portions of the Collateral any costs or expenses of preserving or disposing of such Collateral under section 506(c) of the Bankruptcy Code or (ii) to effect any other action or actions (x) materially adverse to the Administrative Agent, the Collateral Agent or the Lenders or their rights and remedies hereunder or their interest in the Collateral or (y) inconsistent with the Credit Documents in any material respect; (i) The commencement of any adversary proceeding, contested matter or other action by any Credit Party either asserting any claims and defenses or otherwise against any of the Prepetition Secured Parties (as defined in the Final DIP Order) under the Prepetition Credit Agreement with respect to the obligations of any Credit Party thereunder or the liens granted to secure the obligations under the Prepetition Credit Agreement, except as may be permitted under the Final DIP Order; (r) The occurrence of any “Event of Default” under the Final DIP Order; or (s) Any DIP Claims and Liens granted with respect to the Loans shall cease to be valid, perfected and enforceable in all respects with the priority in the Final DIP Order, or (ii) the disallowance, expungement, extinguishment or impairment of any portion of the DIP Claims and Liens; then, except as otherwise provided in the Final DIP Order, including any applicable notice period, if any Event of Default occurs, the Administrative Agent (at the direction of the Required Lenders) and the Lenders, (2) avoiding or requiring disgorgement by may, exercise any of the Lenders of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Requisite Lendersavailable to them hereunder, the entry of an Final DIP Order and applicable non-bankruptcy law, including, taking the following actions (without further order in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under the DIP Facility upon consummation thereofof, or (2) to use any Cash proceeds of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to application or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed (except as otherwise expressly provided in the Chapter 11 CasesFinal DIP Order) or any other court, and without interference from any ad hoc committee, Credit Party or any other party in interest, at the same or different times), without prejudice to the rights of the Administrative Agent, the Collateral Agent or any Lender to enforce its claims against any Credit Party: (i) sustaining an objection to claims declare the Total Commitment terminated, whereupon all Commitments of the Agent or any of the Lenders or each Lender shall forthwith terminate immediately; (ii) avoiding declare the principal of and any Liens held accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Agent or any of the Lenderseach Credit Party; (xiiii) after providing five (5) Business Days’ notice in accordance with the entry Final DIP Order, enforce the guaranty and all of an order by the Liens and security interests created pursuant to the Credit Documents and the Final DIP Order, and all other remedies under applicable law (including, but not limited to, the Bankruptcy Court preventing any Borrower from fulfilling its obligations under Code and the Restructuring Support AgreementUCC), or any Borrower files or support the filing subject only to satisfaction of any pleadings seeking such reliefnotice requirement set forth in the Final DIP Order; orand/or (xiiiv) after providing five (5) Business Days’ notice in accordance with the commencement of Final DIP Order, set-off any Insolvency Proceeding by amounts held as Cash Collateral (including in any deposit accounts or securities accounts subject to a Borrower Deposit Account Control Agreement or any Subsidiary of a Borrower other than the Chapter 11 Cases;Securities Account Control Agreement).

Chapter 11 Cases. (i) Except for the entry of an order dismissing any of the Chapter 11 Cases of the Borrowers Carve-Out, incur, create, assume, suffer to exist or converting either of the Chapter 11 Cases of the Borrowers to a case under chapter 7 of the Bankruptcy Codepermit, or file any filing by motion seeking, any Borrower of a motion other superpriority claim which is pari passu with, or other pleading seeking entry of such an order or supports or fails to timely oppose such dismissal or conversion; senior to, the Obligations (ii) a trustee, responsible officer or an examiner having enlarged powers (beyond those except as may be set forth under sections 1106(a)(3) and (4) of in the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter 11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, Orders or the Bankruptcy Court shall have entered an order providing for such appointment, in each case Hedging Order) without the prior written consent of the Requisite Lenders in their sole discretion;Required Lenders. (iiiii) Incur, create, assume, suffer to exist or permit or file any motion seeking, any lien which is pari passu with, or senior to, the entry of an order staying, reversing, vacating or otherwise amending or modifying liens granted hereunder (except as may be set forth in the Interim DIP Financing Order Orders or the Final DIP Financing Hedging Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such an order, ) without the prior written consent of the Requisite Lenders and the Agent;Required Lenders. (iviii) Make or permit to be made any amendment, modification, supplement or change to the entry of an order in any of Orders, the Chapter 11 Cases granting relief from any stay Cash Management Order or proceeding the Hedging Order, as applicable, (including the automatic stayother than technical modifications to correct grammatical, ministerial or typographical errors) so as to allow a third party to proceed with foreclosure against any assets of either Borrower without the prior written consent of the Requisite Required Lenders (which may be evidenced by email). (iv) Commence any adversary proceeding, contested matter or other action (or otherwise support any party) asserting any claims or defenses or otherwise against (or asserting any surcharge under section 506(c) or otherwise against) the Administrative Agent, any Lender, any other Secured Party and any of the Pre-Petition RBL Lenders, Pre-Petition RBL Agent, Pre-Petition Term Loan Lenders or Pre-Petition Term Loan Agent with respect to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, the Pre-Petition RBL Loan Documents, the Pre-Petition Term Loan Documents, the other documents or agreements executed or delivered in connection therewith or the transactions contemplated thereby. (v) File any motion or application with the Bankruptcy Court with regard to actions taken outside the ordinary course of business of the Credit Parties without consulting with the Lenders or their advisors and providing the Lenders or their advisors prior (in any case, not less than two (2) Business Days’ (or such lesser time as may be acceptable to Required Lenders in their reasonable discretion)) notice and the Agent;opportunity to review and comment on each such motion. (a) Obtain or seek to obtain any stay from the entry Bankruptcy Court on the exercise of a Final Order the Administrative Agent’s or any Lender’s remedies hereunder or under any other Loan Document, except as specifically provided in the Chapter 11 Cases (1) charging any of the Collateral under section 506(c) of the Bankruptcy Code against the LendersOrders, (2) avoiding or requiring disgorgement by any of the Lenders of any amounts received in respect of the Obligations under the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under the DIP Facility in either of the Chapter 11 Cases of the Borrowers; (vi) without the consent of the Agent and the Requisite Required Lenders, the entry of an order file, solicit votes with respect to or support any chapter 11 plan or debtor in either of the Chapter 11 Cases of the Borrowers seeking authority (1) to obtain possession financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing would repay in full in Cash all obligations under plan is the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds Plan of any of the Collateral without the Lenders’ consent; (vii) without the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure of any Borrower to timely object to any motion requesting such relief; (viii) the filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any of the matters set forth in clauses (i) through (vii) above; (ix) the confirmation of a Chapter 11 Plan other than an Approved Plan; (x) the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases, any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii) avoiding any Liens held by the Agent or any of the Lenders; (xi) the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or (xii) the commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;Reorganization.