DIP Financing Sample Clauses

DIP Financing. (a) If the Company or any Grantor shall be subject to any Insolvency Proceeding at any time prior to the Discharge of ABL Obligations, and the ABL Collateral Agent or the ABL Secured Parties shall seek to provide the Company or any Grantor with, or consent to a third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral constituting Receivables Collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing”), with such DIP Financing to be secured by all or any portion of the Receivables Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Receivables Collateral) but not any other asset or any Non-Receivables Collateral, then the New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that it will raise no objection and will not support any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the New First Lien Collateral Agent securing the New First Lien Obligations or on any other grounds (and will not request any adequate protection solely as a result of such DIP Financing or use of cash collateral that is Receivables Collateral, except as permitted by Section 6.3(b)), so long as (i) the New First Lien Collateral Agent retains its Lien on the Common Collateral to secure the New First Lien Obligations (in each case, including Proceeds thereof arising after the commencement of the case under the Bankruptcy Code); (ii) the terms of the DIP Financing do not compel the applicable Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms of such plan are set forth in the DIP Financing documentation or related document; and (iii) all Liens on Common Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the ABL Collateral Agent and the ABL Secured Parties securing the ABL Obligations on Common Collateral; provided, however, that nothing contained in this Agreement shall prohibit or restrict the New First Lien Collateral Agent or any New First Lien Secured Party from raising any objection or supporting any objection to such DIP Financing or use of cash collateral or to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the ...

DIP Financing. If any Borrower or any other Obligor shall be subject to any Insolvency Proceeding and First Lien Co-Agent and/or First Lien Agent shall desire, prior to the Discharge of First Lien Indebtedness, to permit the use of cash collateral or to provide any such Obligor financing (or to permit any such Obligor to obtain financing) (collectively, "DIP Financing") under Section 363 or Section 364 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) to be secured by all or any portion of the Collateral, then Second Lien Agent, on behalf of itself and the Second Lien Lenders, agrees that, so long as (i) the aggregate principal amount of Indebtedness incurred pursuant to such DIP Financing, together with the aggregate principal amount of all other outstanding First Lien Indebtedness, does not exceed the sum of $85,000,000, plus the First Lien Amount, (ii) Second Lien Agent retains a Lien on the Collateral (including Proceeds thereof arising after the commencement of such proceeding) with the same priority as existed prior to the commencement of the case under applicable law (an "Adequate Protection Lien"), and (iii) such use of cash collateral or DIP Financing is subject to the terms of this Agreement, it will raise no objection to such DIP Financing. Second Lien Agent, on behalf of itself and the Second Lien Lenders, hereby agrees that its Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) to the same extent and upon the same terms and conditions specified in this Agreement.

DIP Financing. If any Debtor shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, shall desire, prior to the Discharge of Loan Agreement Secured Obligations, to permit the use of cash collateral or to permit any Debtor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision under the law applicable to any Insolvency Proceeding (“DIP Financing”) to be secured by all or any portion of the Collateral, then the Trustee, on behalf of itself and the Noteholders, agrees that it will raise no objection to such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection with its or their interest in any such Collateral except to the extent specified in Section 6.02. To the extent the Liens securing the Loan Agreement Secured Obligations are subordinated to such DIP Financing, the Trustee, for and on behalf of itself and the Noteholders, hereby agrees that its Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) upon the same terms and conditions as the Liens securing the Loan Agreement Secured Obligations are subordinated thereto (or if such DIP Financing is pari passu with the Loan Agreement Secured Obligations, then such Liens will be subordinated in accordance with the Lien Priority). Until the Discharge of Loan Agreement Secured Obligations has occurred, the Trustee, on behalf of itself and the Noteholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral and will not provide or offer to provide any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the Loan Agreement Secured Obligations, in each case unless the Agent otherwise has provided its express written consent.

DIP Financing. Neither the Company nor any Subsidiary shall, to the extent the Company or any Subsidiary, as applicable, seeks to obtain financing provided under Section 364 of the U.S. Bankruptcy Code or any similar provision of any other law related thereto (such financing, a “DIP Financing”), enter into, or agree to enter into any DIP Financing, without providing the Holder right of first refusal to provide all or any portion of such DIP Financing as the Holder may elect in its sole and absolute discretion.

DIP Financing. In the event of an insolvency or liquidation proceeding of the Company or any Guarantor, whether voluntary or involuntary, if the First Lien Secured Parties desire to permit the use of cash collateral or to permit the Company to obtain any post-petition financing (a “DIP Financing”), then the Second Lien Secured Parties will not object to such use of such cash collateral or any liens securing a DIP Financing and, to the extent the liens securing the First Lien Obligations are subordinated or pari passu with such DIP Financing, the liens securing the Second Lien Obligations shall be subordinated to the liens securing such DIP Financing (and all obligations relating thereto). The Second Lien Secured Parties do not otherwise waive any of their rights under applicable insolvency or liquidation law. Automatic Stay: So long as any of the First Lien Obligations are outstanding, the Second Lien Secured Parties shall not seek relief from the automatic stay or any other stay in any bankruptcy proceeding in respect of the Collateral, without the prior written consent of the First Lien Secured Parties.

DIP Financing. (a) Simultaneously with commencement of the Bankruptcy Case and pursuant to the DIP Loan Agreement, Buyer will, subject to Section 7.11(b) below, provide debtor- in-possession financing to Sellers up to a maximum amount of $500,000, which may not be increased on a priming basis without the consent of Oxford Finance LLC in its sole and absolute discretion (the “DIP Loan”), in order to permit Sellers to continue operating the Business and pay the reasonable and documented out-of-pocket third party fees and expenses actually incurred in connection with the transactions contemplated herein and the Bankruptcy Case. (b) The DIP Loan Agreement will become effective upon (i) approval by the Bankruptcy Court and (ii) satisfaction of the conditions as set forth herein and in the DIP Loan Agreement. If the Closing occurs, all amounts then outstanding under the DIP Loan Agreement shall be credited towards the Purchase Price payable by Buyer. The Bidding Procedures Order shall expressly authorize and approve such credit bidding of amounts outstanding under the DIP Loan Agreement pursuant to Section 363(k) of the Bankruptcy Code. (c) The obligations of Sellers under the DIP Loan Agreement will be secured by a first lien on substantially all of the assets of Sellers, including, without limitation, the Purchased Assets. In addition, the obligations of Sellers under the DIP Loan Agreement will be entitled to super-priority administrative claim status pursuant to Section 364(c)(1) of the Bankruptcy Code. (d) The Bidding Procedures Order shall provide that if the Bankruptcy Court enters an order approving a Competing Transaction, then on the first Business Day following entry of the sale order relating to such Competing Transaction, Sellers shall pay to Buyer, in accordance with wire transfer instructions provided by Buyer, from the overbidder’s deposit of the Successful Bidder, an amount equal to all obligations of Sellers then outstanding under the DIP Loan, which payment shall be irrevocable and free and clear of all Encumbrances. No qualified bid may contain any provision that purports to alter or restrict the foregoing. The Sellers shall not reduce or otherwise alter the overbidder’s deposit required of any qualified bidder under the Bidding Procedures or the Bidding Procedures Order without the prior written consent of Buyer. For the avoidance of doubt, in the event the overbidder’s deposit of the Successful Bidder is insufficient to satisfy in full all obligations owi...

DIP Financing. Subject to the Bankruptcy Court entering an order in substantially the form attached to the DIP Motion approving Amendment No. 1 to the Ratification and Amendment Agreement and entering the Bidding Procedures Order, Buyer or any of its direct or indirect subsidiaries shall provide Seller with debtor-in-possession financing in a principal amount up to $30 million on the terms and subject to the conditions set forth in Amendment No. 1 to the Ratification and Amendment Agreement.

DIP Financing. The Company shall obtain debtor-in-possession financing (“DIP Financing”) in amounts and on terms and conditions set forth in the DIP credit agreement (in the form approved by the Committee on the date hereof).

DIP Financing. 22 TABLE OF CONTENTS (CONTINUED)

DIP Financing. Purchaser shall have complied in all respect with the terms of the DIP Loan Agreement and the transactions contemplated thereunder (the “DIP Financing”).