DIP Facility. Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other DIP Financing Documents, Lender agrees to make the DIP Facility available to Borrowers, in an aggregate amount up to the Commitment, as follows:
DIP Facility. Capitalized terms used but not defined in this Section 5.02 shall have the meaning set forth in the DIP Loan Documents and DIP Orders.
(a) Notwithstanding anything contained in this Agreement, nothing in this Agreement shall affect the rights of the DIP Agent and the DIP Lenders under the DIP Orders or the DIP Loan Documents and to the extent of any conflict between this Agreement and the DIP Orders or the DIP Loan Documents, the DIP Orders or the DIP Loan Documents, as applicable, shall govern; provided, however, that the DIP Agent and the DIP Lenders agree that the Plan attached hereto shall constitute an “Approved Plan of Reorganization” as defined in the DIP Orders.
(b) Each of the Consenting Stakeholders irrevocably consents to (i) the DIP Facility, including the DIP Revolver Facility, the DIP LC Sub-Facility and use of Cash Collateral (each as defined in the DIP Orders), (ii) the priming of the Prepetition First Liens and the Prepetition Second Liens by the DIP Liens (each as defined in the DIP Orders), as set forth in the DIP Orders, and (iii) the entry of the Final DIP Order; provided, however, that if the Term Loan Claims (as defined in the Plan) do not receive, in any plan of reorganization, the treatment afforded to such claims in Article III.B.4 of the Plan (any plan of reorganization in these Chapter 11 Cases providing for such treatment, an “Acceptable Plan”), if the Plan or an Acceptable is not confirmed, or if the effective date of the Plan or an Acceptable Plan does not occur, then the rights of the Ad Hoc Term Loan Lender Group solely to object to (x) the priority of the Roll Up DIP Obligations relative to the Obligations (as defined in the Credit Agreement) on account of the Revolving Loans (as defined in the Credit Agreement) that are not converted into Roll Up DIP Obligations and (y) the treatment of the Roll Up DIP Obligations under the Plan or any Acceptable Plan, shall be preserved notwithstanding the entry of the Final DIP Order; provided that any such objection must be filed with the Bankruptcy Court within five (5) business days after the Company Parties provide written notice to the Ad Hoc Term Loan Lender Group that the Term Loan Claims will not receive the treatment afforded to such claims in Article III.B.4. of the Plan, the Plan or an Acceptable Plan will not be confirmed or confirmation of the Plan or an Acceptable Plan has been denied, or the effective date of the Plan or an Acceptable Plan will not occur.
DIP Facility. The Company shall enter into the DIP Facility on terms and conditions that are reasonably satisfactory to the Requisite Commitment Parties, it being understood that the DIP Facility contemplated by that certain Commitment Letter, dated as of the date hereof, is deemed satisfactory to the Requisite Commitment Parties and consistent with the terms set forth in the Term Sheet and the RSA.
DIP Facility. There shall be an event of default and an acceleration of obligations under the DIP Facility or a payment default under the DIP Facility.
DIP Facility. The Company and the Seller shall each enter into and deliver the DIP Facility promptly after the approval thereof by the Bankruptcy Court, and the Seller agrees to fund, or cause to be funded, the advances required to be made under the DIP Facility subject to the terms and conditions set forth therein. The initial Budget referenced in the DIP Facility is attached hereto as Exhibit 5.19.
DIP Facility. The DIP Lenders will agree to provide a senior secured superpriority delayed draw term loan facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”, the loans made thereunder (which shall be denominated in dollars) (the “DIP Loans”) and the commitments to make such DIP Loans (the “DIP Commitments”)) on the terms and conditions set forth herein and in the DIP Loan Documents (as defined below). The DIP Facility will be available in up to three drawings (the date of any such drawing, a “Delayed Draw Funding Date”), with (x) the first drawing to be in an amount equal to the lesser of (x) $25,000,000 and (y) the amount permitted to be drawn under the Interim DIP Order, which shall be made on the Closing Date, (y) the second drawing to be made within 2 business days after the entry of the
DIP Facility. Claims The claims under the DIP Facility will either be, at the election of each DIP Lender, (i) paid in full in cash and, solely with respect to the DIP Payments, to the extent the DIP Payments are paid in New Common Equity, New Common Equity, or (ii) such other treatment acceptable to such DIP Lender. Administrative Expense Claims Except to the extent a holder of an allowed Administrative Expense Claim agrees to less favorable treatment, each holder of an allowed Administrative Expense Claim will receive cash equal to the full unpaid amount of such allowed Administrative Expense Claim, which payments shall be made in the ordinary course of business or on the later of the Plan Effective Date and the date on which such claim becomes an allowed claim (or as soon as reasonably practicable thereafter).
DIP Facility. The Administrative Agent shall have received reasonably satisfactory evidence that (i) the commitments under the DIP Facility have been terminated, all letters of credit issued thereunder (other than the Existing DIP Letters of Credit) shall have expired or been cancelled, and all amounts outstanding thereunder (including, without limitation, all fees accrued but unpaid thereunder to the Closing Date, whether or not then payable under the terms thereof) have been repaid in full (which termination and repayment may be contemporaneous with the satisfaction of the conditions under this Section and the application of proceeds of any Borrowings and the issuance of any Letters of Credit to occur on the Closing Date); and (ii) satisfactory arrangements shall have been made for the termination of all Liens and guarantees granted in connection therewith.
DIP Facility. On the Effective Date, the claims in connection with the DIP Facility, if any, shall be paid in full, in cash, unless otherwise agreed by the lender. If the DIP Facility is not paid in full by agreement of the lender, the underlying Claim shall continue in full force and effect and all DIP liens shall continue against Reorganized USEC until such Claim is paid in full.
DIP Facility. (a) Lender agrees, during the Term and for so long as no Default or Event of Default exists and subject to the terms of this Agreement, to make Loan Advances to Borrower in an aggregate amount not to exceed the Maximum Amount. The proceeds of Loan Advances shall be used only for those items on the Budget, which Lender has approved, which includes the expenses of Oil & Gas and certain expenses of Energy, and which shall be limited to (a) general and administrative expenses related to the business of Oil & Gas, (b) fees incurred by the Borrower’s professionals as allocated by the Budget, and (c) certain, limited, expenses relating to corporate overhead and governance.
(b) During the Term, the Lender may make one or more advances of the Development Loan in its sole and absolute discretion. Borrower acknowledges and agrees that it shall have no ability to require or demand any advance from Lender.
