Common use of Bankruptcy Event of Default Clause in Contracts

Bankruptcy Event of Default. Prior to the Conversion Date: (i) any of the Cases of the Debtors shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or any Debtors shall file a motion or other pleading seeking the dismissal of any Case of any Debtor under Section 1112 of the Bankruptcy Code or otherwise or (ii) a trustee, interim receiver, receiver or manager shall be appointed in any of the Cases, or a responsible officer 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) under Section 1104(b) of the Bankruptcy Code shall be appointed in any of the Cases of the Debtors; (ii) (x) an application shall be filed by any Debtor for the approval of, or an order of the Bankruptcy Court shall be entered granting, any other Liens or claims (as such word is defined in the Bankruptcy Code), other than the Carve-Out or Liens securing the Specified Pari Passu Debt, in any of the Cases of the Debtors that is pari passu with or senior to the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral against the Borrowers or any other Loan Party or (y) any Liens or claims (as such word is defined in the Bankruptcy Code) senior to or pari passu with the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral (other than the Carve-Out, Liens securing any Indebtedness permitted pursuant to Section 7.03 or any Lien permitted by Section 7.01 expressly permitted in the Final DIP Order to be senior to or pari passu with such claims or Liens) against the Borrowers or any other Loan Party shall be discovered to exist, arise or otherwise be granted; (iii) other than payments authorized by the Bankruptcy Court in respect of “first day orders” or other orders entered upon pleadings (including, without limitation, the Final DIP Order, the Acceptable Reorganization Plan and the Confirmation Order), as required by the Bankruptcy Code, any Debtor makes any payments (whether by way of “adequate protection” or otherwise) of principal or interest or otherwise on account of any Prepetition Debt or payables (for the avoidance of doubt, other than repayment in full of the revolving loans under the Prepetition Credit Agreement or the Prepetition First Lien Notes); (iv) the Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to any creditor or party in interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of the Debtors that have an aggregate value in excess of $50,000,000 or to permit other actions that would have a material adverse effect on the Debtors or their estates; (i) an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying the Final DIP Order, or the Borrower or any of its Affiliates shall apply for authority to do so, without the prior written consent of the Lenders, (ii) the Final DIP Order with respect to the Initial Term Loans shall otherwise cease to be in full force and effect in any respect or (iii) the Borrower or any of its Affiliates shall fail to comply with the Final DIP Order; (vi) an order shall be entered by the Bankruptcy Court terminating any of the Debtors’ exclusive periods for proposing a Reorganization Plan; (vii) an order shall be entered by the Bankruptcy Court confirming a Reorganization Plan other than an Acceptable Reorganization Plan; (viii) the Final DIP Order shall cease to create valid and perfected Liens on the Collateral with the priority contemplated therein or valid and enforceable Superpriority Claims in respect of the obligations; (ix) any of the Collateral shall be subject to surcharge under Section 506(c) of the Bankruptcy Code or otherwise; (x) an order shall be entered by the Bankruptcy Court authorizing use of cash collateral inconsistent with the Loan Documents; (xi) any Loan Party (or any direct or indirect Subsidiary thereof) shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party, in any suit or other proceeding against the Administrative Agent, the Lead Arrangers or any Lender; (xii) an order shall be entered approving the sale of all or substantially all assets of the Debtors; (xiii) any of the Debtors shall fail to comply with the Final DIP Order; (i) the filing by any Debtor of a motion, pleading or other proceeding that could reasonably be expected to result in an impairment of the rights or interest of the Lenders and such motion, pleading or proceeding shall not be withdrawn or dismissed within one (1) Business Day after a request to such Debtor by the Administrative Agent or the Required Lenders to withdraw or dismiss such motion, pleading or proceeding (ii) or a determination by a court of competent jurisdiction with respect to a motion, pleading or proceeding brought by another party that results in such an impairment; or (xv) any of the Debtors shall file or support any pleading seeking relief the grant of which would give rise to an Event of Default. Notwithstanding anything to the contrary contained herein, any “Default” under this Section 8.01 will not constitute an “Event of Default” until the Loan Parties do not cure such “Default” within the time period (if any) specified in the applicable clauses of this Section 8.01 after receipt of any required notice provided for therein to the extent such clauses of Section 8.01 provide for such cure periods; provided that the Administrative Agent or Revolver Agent, as applicable, shall not be entitled to notify the Borrower of a Default under this Section 8.01 for actions taken and reported by the Borrower to the Administrative Agent or Revolver Agent, as applicable, and the Lenders pursuant to a notice provided by the Borrower to the Administrative Agent or Revolver Agent, as applicable, more than two years prior to such notice of Default and no Default or Event of Default can occur as a result thereof; provided that such two year limitation shall not apply if (i) the Administrative Agent or Revolver Agent, as applicable, has commenced any remedial action in respect of any such Event of Default or (ii) any Loan Party had actual knowledge of such Default or Event of Default and failed to notify to Administrative Agent or Revolver Agent, as applicable, as required hereby.

Bankruptcy Event of Default. Prior to the Conversion Date: (i) any of the Cases of the Debtors shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or any Debtors shall file a motion or other pleading seeking the dismissal of any Case of any Debtor under Section 1112 of the Bankruptcy Code or otherwise or (ii) a trustee, interim receiver, receiver or manager shall be appointed in any of the Cases, or a responsible officer 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) under Section 1104(b) of the Bankruptcy Code shall be appointed in any of the Cases of the Debtors; (ii) (x) an application shall be filed by any Debtor for the approval of, or an order of the Bankruptcy Court shall be entered granting, any other Liens or claims (as such word is defined in the Bankruptcy Code), other than the Carve-Out or Liens securing the Specified Pari Passu Debt, in any of the Cases of the Debtors that is pari passu with or senior to the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral against the Borrowers or any other Loan Party or (y) any Liens or claims (as such word is defined in the Bankruptcy Code) senior to or pari passu with the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral (other than the Carve-Out, Liens securing any Indebtedness permitted pursuant to Section 7.03 or any Lien permitted by Section 7.01 expressly permitted in the Final DIP Order to be senior to or pari passu with such claims or Liens) against the Borrowers or any other Loan Party shall be discovered to exist, arise or otherwise be granted; (iii) other than payments authorized by the Bankruptcy Court in respect of “first day orders” or other orders entered upon pleadings (including, without limitation, the Final DIP Order, the Acceptable Reorganization Plan and the Confirmation Order), as required by the Bankruptcy Code, any Debtor makes any payments (whether by way of “adequate protection” or otherwise) of principal or interest or otherwise on account of any Prepetition Debt or payables (for the avoidance of doubt, other than repayment in full of the revolving loans under the Prepetition Credit Agreement or the Prepetition First Lien Notes); (iv) the Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to any creditor or party in interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of the Debtors that have an aggregate value in excess of $50,000,000 or to permit other actions that would have a material adverse effect on the Debtors or their estates; (i) an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying the Final DIP Order, or the Borrower or any of its Affiliates shall apply for authority to do so, without the prior written consent of the Lenders, (ii) the Final DIP Order with respect to the Initial Term Loans shall otherwise cease to be in full force and effect in any respect or (iii) the Borrower or any of its Affiliates shall fail to comply with the Final DIP Order; (vi) an order shall be entered by the Bankruptcy Court terminating any of the Debtors’ exclusive periods for proposing a Reorganization Plan; (vii) an order shall be entered by the Bankruptcy Court confirming a Reorganization Plan other than an Acceptable Reorganization Plan; (viii) the Final DIP Order shall cease to create valid and perfected Liens on the Collateral with the priority contemplated therein or valid and enforceable Superpriority Claims in respect of the obligations; (ix) any of the Collateral shall be subject to surcharge under Section 506(c) of the Bankruptcy Code or otherwise; (x) an order shall be entered by the Bankruptcy Court authorizing use of cash collateral inconsistent with the Loan Documents; (xi) any Loan Party (or any direct or indirect Subsidiary thereof) shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party, in any suit or other proceeding against the Administrative Agent, the Lead Arrangers or any Lender; (xii) an order shall be entered approving the sale of all or substantially all assets of the Debtors; (xiii) any of the Debtors shall fail to comply with the Final DIP Order; (xiv) (i) the filing by any Debtor of a motion, pleading or other proceeding that could reasonably be expected to result in an impairment of the rights or interest of the Lenders and such motion, pleading or proceeding shall not be withdrawn or dismissed within one (1) Business Day after a request to such Debtor by the Administrative Agent or the Required Lenders to withdraw or dismiss such motion, pleading or proceeding (ii) or a determination by a court of competent jurisdiction with respect to a motion, pleading or proceeding brought by another party that results in such an impairment; or (xv) any of the Debtors shall file or support any pleading seeking relief the grant of which would give rise to an Event of Default. Notwithstanding anything to the contrary contained herein, any “Default” under this Section 8.01 will not constitute an “Event of Default” until the Loan Parties do not cure such “Default” within the time period (if any) specified in the applicable clauses of this Section 8.01 after receipt of any required notice provided for therein to the extent such clauses of Section 8.01 provide for such cure periods; provided that the Administrative Agent or Revolver Agent, as applicable, shall not be entitled to notify the Borrower of a Default under this Section 8.01 for actions taken and reported by the Borrower to the Administrative Agent or Revolver Agent, as applicable, and the Lenders pursuant to a notice provided by the Borrower to the Administrative Agent or Revolver Agent, as applicable, more than two years prior to such notice of Default and no Default or Event of Default can occur as a result thereof; provided that such two year limitation shall not apply if (i) the Administrative Agent or Revolver Agent, as applicable, has commenced any remedial action in respect of any such Event of Default or (ii) any Loan Party had actual knowledge of such Default or Event of Default and failed to notify to Administrative Agent or Revolver Agent, as applicable, as required hereby.

Bankruptcy Event of Default. Prior to the Conversion Date: (i) any of the Cases of the Debtors shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or any Debtors shall file a motion or other pleading seeking the dismissal of any Case of any Debtor under Section 1112 of the Bankruptcy Code or otherwise or (ii) a trustee, interim receiver, receiver or manager shall be appointed in any of the Cases, or a responsible officer 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) under Section 1104(b) of the Bankruptcy Code shall be appointed in any of the Cases of the Debtors; (ii) (x) an application shall be filed by any Debtor for the approval of, or an order of the Bankruptcy Court shall be entered granting, any other Liens or claims (as such word is defined in the Bankruptcy Code), other than the Carve-Out or Liens securing the Specified Pari Passu Debt, in any of the Cases of the Debtors that is pari passu with or senior to the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral against the Borrowers or any other Loan Party or (y) any Liens or claims (as such word is defined in the Bankruptcy Code) senior to or pari passu with the claims (as such word is defined in the Bankruptcy Code) or Liens of the Administrative Agent, the Lenders or the other Secured Parties on the Collateral (other than the Carve-Out, Liens securing any Indebtedness permitted pursuant to Section 7.03 or any Lien permitted by Section 7.01 expressly permitted in the Final DIP Order to be senior to or pari passu with such claims or Liens) against the Borrowers or any other Loan Party shall be discovered to exist, arise or otherwise be granted; (iii) other than payments authorized by the Bankruptcy Court in respect of “first day orders” or other orders entered upon pleadings (including, without limitation, the Final DIP Order, the Acceptable Reorganization Plan and the Confirmation Order), as required by the Bankruptcy Code, any Debtor makes any payments (whether by way of “adequate protection” or otherwise) of principal or interest or otherwise on account of any Prepetition Debt or payables (for the avoidance of doubt, other than repayment in full of the revolving loans under the Prepetition Credit Agreement or the Prepetition First Lien Notes); (iv) the Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under section 362 of the Bankruptcy Code to any creditor or party in interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of the Debtors that have an aggregate value in excess of $50,000,000 or to permit other actions that would have a material adverse effect on the Debtors or their estates; (i) an order shall be entered reversing, amending, supplementing, staying, vacating or otherwise modifying the Final DIP Order, or the Borrower or any of its Affiliates shall apply for authority to do so, without the prior written consent of the Lenders, (ii) the Final DIP Order with respect to the Initial Term Loans shall otherwise cease to be in full force and effect in any respect or (iii) the Borrower or any of its Affiliates shall fail to comply with the Final DIP Order; (vi) an order shall be entered by the Bankruptcy Court terminating any of the Debtors’ exclusive periods for proposing a Reorganization Plan; (vii) an order shall be entered by the Bankruptcy Court confirming a Reorganization Plan other than an Acceptable Reorganization Plan; (viii) the Final DIP Order shall cease to create valid and perfected Liens on the Collateral with the priority contemplated therein or valid and enforceable Superpriority Claims in respect of the obligations; (ix) any of the Collateral shall be subject to surcharge under Section 506(c) of the Bankruptcy Code or otherwise; (x) an order shall be entered by the Bankruptcy Court authorizing use of cash collateral inconsistent with the Loan Documents; (xi) any Loan Party (or any direct or indirect Subsidiary thereof) shall obtain court authorization to commence, or shall commence, join in, assist or otherwise participate as an adverse party, in any suit or other proceeding against the Administrative Agent, the Lead Arrangers or any Lender; (xii) an order shall be entered approving the sale of all or substantially all assets of the Debtors; (xiii) any of the Debtors shall fail to comply with the Final DIP Order; (i) the filing by any Debtor of a motion, pleading or other proceeding that could reasonably be expected to result in an impairment of the rights or interest of the Lenders and such motion, pleading or proceeding shall not be withdrawn or dismissed within one (1) Business Day after a request to such Debtor by the Administrative Agent or the Required Lenders to withdraw or dismiss such motion, pleading or proceeding (ii) or a determination by a court of competent jurisdiction with respect to a motion, pleading or proceeding brought by another party that results in such an impairment; or (xv) any of the Debtors shall file or support any pleading seeking relief the grant of which would give rise to an Event of Default. Notwithstanding anything to the contrary contained herein, any “Default” under this Section 8.01 will not constitute an “Event of Default” until the Loan Parties do not cure such “Default” within the time period (if any) specified in the applicable clauses of this Section 8.01 after receipt of any required notice provided for therein to the extent such clauses of Section 8.01 provide for such cure periods; provided that the Administrative Agent or Revolver Agent, as applicable, shall not be entitled to notify the Borrower of a Default under this Section 8.01 for actions taken and reported by the Borrower to the Administrative Agent or Revolver Agent, as applicable, and the Lenders pursuant to a notice provided by the Borrower to the Administrative Agent or Revolver Agent, as applicable, more than two years prior to such notice of Default and no Default or Event of Default can occur as a result thereof; provided that such two year limitation shall not apply if (i) the Administrative Agent or Revolver Agent, as applicable, has commenced any remedial action in respect of any such Event of Default or (ii) any Loan Party had actual knowledge of such Default or Event of Default and failed to notify to Administrative Agent or Revolver Agent, as applicable, as required hereby.