Common use of DIP Facility Clause in Contracts

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. 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 Those Creditors (the "Non-Participating Creditors") who elect not to participate in this Agreement, nothing in a debtor-in-possession financing facility (a "DIP Facility") hereby authorize the execution of a DIP facility agreement by those Persons who are parties to this Agreement shall affect and that elect to participate therein (the "DIP Lenders") in substantially the form attached as Exhibit B (the "Proposed DIP Facility Agreement"), or, if not in such form, then in such form as is approved by the Court in an interim order or final order (the "Creditor-Provided DIP Facility") so long as the agreement as so approved in an interim order or final order issued in by the Court in such Case is not materially more burdensome when taken as a whole on the rights of the Non-Participating Creditors than the Proposed DIP Agent and the DIP Lenders under the DIP Orders or the DIP Loan Documents Facility Agreement. The Non-Participating Creditors (by their acceptance of this Agreement) and to the extent permitted by law, hereby agree (a) not to oppose or otherwise defend against (and hereby waive any and all rights that they may have to oppose or defend against), directly or indirectly, any provision for adequate protection, use of cash collateral or debtor-in-possession financing proposed by the DIP Lenders or (b) propose any conflict between provision for adequate protection, use of cash collateral or debtor-in-possession financing opposed by the DIP Lenders. Notwithstanding the foregoing, in the event that a debtor-in-possession financing facility is proposed to or approved by the Court involving lenders other than Persons party to this Agreement, the restrictions on activities by the Creditors to oppose such financing set out in this Section 10.06(a) shall not apply. Each Priority Lender party to this Agreement shall have the right to participate in a Creditor-Provided DIP Facility in an amount equal to its Priority Commitment Percentage of the total amount of Commitments provided for under such Facility. (b) The Creditors hereby (i) authorize and direct the DIP Orders or the DIP Loan DocumentsTrustee, the DIP Orders or Trust Company, the DIP Loan DocumentsOwner, as applicablethe Administrative Agent, shall govern; provided, however, that the DIP Priority Agent and the DIP Lenders agree that Security Agent to execute, deliver and perform their respective obligations, if any, under, or with respect to, 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 Creditor-Provided 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 agree (each in their capacity 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 Pre-Petition Parties (as defined in the PlanCreditor-Provided DIP Facility)) do not receivethat, in any plan by execution of reorganizationthe Creditor-Provided DIP Facility by the Administrative Agent and the Priority Agent, such Creditors accede to, and agree to be bound by, the treatment afforded to such claims in Article III.B.4 provisions of Section 8 (or any correlative section) of the Plan Creditor-Provided DIP Facility with respect to any and all Pre-Petition Obligations of such Creditors (and any plan of reorganization in these Chapter 11 Cases providing for Liens securing such treatment, an “Acceptable Plan”Pre-Petition Obligations), if ; and (iii) acknowledge and agree to the Plan or an Acceptable is not confirmed, or if the effective date appointment of the Plan or an Acceptable Plan does not occur, then the rights Security Agent as agent 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 Superpriority Parties (as defined in the Credit AgreementCreditor-Provided DIP Facility) on account of for the Revolving Loans (as defined purposes set forth in the Credit AgreementCreditor-Provided DIP Facility. The authorizations, directions, acknowledgments and agreements set forth in this Section 10.06(b) that relate solely to the Creditor-Provided DIP Facility and are not converted into Roll Up DIP Obligations intended to (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 interpreted so as to) apply directly 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 occurindirectly to any other DIP Facility.

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 Those Creditors (the "Non-Participating Creditors") who elect not to participate in this Agreement, nothing in a debtor-in-possession financing facility (a "DIP Facility") hereby authorize the execution of a DIP facility agreement by those Persons who are parties to this Agreement shall affect and that elect to participate therein (the "DIP Lenders") in substantially the form attached as Exhibit B (the "Proposed DIP Facility Agreement"), or, if not in such form, then in such form as is approved by the Court in an interim order or final order (the "Creditor-Provided DIP Facility") so long as the agreement as so approved in an interim order or final order issued in by the Court in such Case is not materially more burdensome when taken as a whole on the rights of the Non-Participating Creditors than the Proposed DIP Agent and the DIP Lenders under the DIP Orders or the DIP Loan Documents Facility Agreement. The Non-Participating Creditors (by their acceptance of this Agreement) and to the extent permitted by law, hereby agree (a) not to oppose or otherwise defend against (and hereby waive any and all rights that they may have to oppose or defend against), directly or indirectly, any provision for adequate protection, use of cash collateral or debtor-in-possession financing proposed by the DIP Lenders or (b) propose any conflict between provision for adequate protection, use of cash collateral or debtor-in-possession financing opposed by the DIP Lenders. Notwithstanding the foregoing, in the event that a debtor-in-possession financing facility is proposed to or approved by the Court involving lenders other than Persons party to this Agreement, the restrictions on activities by the Creditors to oppose such financing set out in this Section 11.06(a) shall not apply. Each Priority Lender party to this Agreement shall have the right to participate in a Creditor-Provided DIP Facility in an amount equal to its Priority Commitment Percentage of the total amount of Commitments provided for under such Facility. (b) The Creditors hereby (i) authorize and direct the DIP Orders or the DIP Loan DocumentsTrustee, the DIP Orders or Trust Company, the DIP Loan DocumentsOwner, as applicablethe Administrative Agent, shall govern; provided, however, that the DIP Priority Agent and the DIP Lenders agree that Security Agent to execute, deliver and perform their respective obligations, if any, under, or with respect to, 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 Creditor-Provided 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 agree (each in their capacity 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 Pre-Petition Parties (as defined in the PlanCreditor-Provided DIP Facility)) do not receivethat, in any plan by execution of reorganizationthe Creditor-Provided DIP Facility by the Administrative Agent and the Priority Agent, such Creditors accede to, and agree to be bound by, the treatment afforded to such claims in Article III.B.4 provisions of Section 8 (or any correlative section) of the Plan Creditor-Provided DIP Facility with respect to any and all Pre-Petition Obligations of such Creditors (and any plan of reorganization in these Chapter 11 Cases providing for Liens securing such treatment, an “Acceptable Plan”Pre-Petition Obligations), if ; and (iii) acknowledge and agree to the Plan or an Acceptable is not confirmed, or if the effective date appointment of the Plan or an Acceptable Plan does not occur, then the rights Security Agent as agent 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 Superpriority Parties (as defined in the Credit AgreementCreditor-Provided DIP Facility) on account of for the Revolving Loans (as defined purposes set forth in the Credit AgreementCreditor-Provided DIP Facility. The authorizations, directions, acknowledgments and agreements set forth in this Section 11.06(b) that relate solely to the Creditor-Provided DIP Facility and are not converted into Roll Up DIP Obligations intended to (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 interpreted so as to) apply directly 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 occurindirectly to any other DIP Facility.