Common use of DIP Financing Clause in Contracts

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 Borrower or any other Obligor shall be becomes subject to any Insolvency Proceeding Proceeding, and First Lien Co-if the Aimco Agent and/or First Lien Agent shall desire, prior or the Aimco Lender desire to the Discharge of First Lien Indebtedness, consent (or not object) to permit the use of cash collateral under the Bankruptcy Code or to provide financing to 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 to consent (or any similar not object) to the provision under the law applicable of such financing to any Insolvency Proceeding) to be secured Obligor by all or any portion of the Collateralthird party (any such financing, “DIP Financing”), then Second Lien Agentthe Holdings Agent agrees, on behalf of itself and the Second Lien Holdings Lenders, agrees thatthat each Holdings Lender and the Holdings Agent (1) will be deemed to have consented to, so long will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (2) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in paragraph 3(f) below and (3) will subordinate (and will be deemed hereunder to have subordinated) their Liens on the Collateral (i) to such DIP Financing on the same terms as the Liens with respect to the Aimco Lien Indebtedness are subordinated thereto (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to the Aimco Lender and the Aimco Agent and (iii) to any “carve-out” agreed to by the Aimco Agent or the Aimco Lender, and (4) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice; provided that the aggregate principal amount of Indebtedness incurred pursuant to such DIP Financing, together with the aggregate principal amount of all other Aimco Lien Indebtedness outstanding First Lien Indebtednessfollowing the incurrence of such DIP Financing, does shall not exceed the sum of $85,000,000, Aimco Lien Cap Amount plus the First Aimco Lien Additional 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 Borrower or any other Obligor shall be subject to any Insolvency Proceeding and First Lien Co-Agent and/or First Lien Senior Agent shall desire, prior to the Discharge of First Lien IndebtednessSenior Indebtedness (with respect to the principal amount thereof, up to the Maximum Priority Senior Loan Amount), 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 Junior Agent, on behalf of itself and the Second Lien Junior 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 Senior Indebtedness, does not exceed the sum of $85,000,000, plus the First Lien Maximum Priority Senior Loan Amount, (ii) Second Lien the interest rate, fees, advance rates, lending limits and sublimits are commercially reasonable under the circumstances, (iii) Junior 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 Insolvency Laws (an "“Adequate Protection Lien"”), (iv) Junior Agent receives a replacement lien (a “Permitted Replacement Lien”) on post-petition assets to the same extent granted to Senior Agent, with the same priority as existed prior to the commencement of the case under applicable Insolvency Laws, and (iiiv) 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 Junior Agent, on behalf of itself and the Second Lien Junior 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 Borrower Obligor or any other affiliate of an Obligor shall be subject to any Insolvency Proceeding and First Lien Co-Agent and/or First Lien Agent Senior Lender shall desire, prior to the Discharge of First Lien Senior Indebtedness, to permit the use of cash collateral or to provide any such Obligor financing (Cash Collateral or to permit any such Obligor or any affiliate of an Obligor to obtain financing) 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, each Subordinated Creditor 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, that it will raise no objection to such use of Cash Collateral or DIP FinancingFinancing 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 this Section 5; provided, that the maximum principal amount of the DIP Financing shall at no time exceed, when aggregated with the Senior Indebtedness outstanding as of the commencement of such Insolvency Proceeding, the Maximum Senior Loan Amount. Second Lien Agent, on behalf of itself and the Second Lien Lenders, Each Subordinated Creditor hereby agrees that its Liens in the Collateral shall be subordinated to such any DIP Financing (and all obligations relating thereto) to the same extent and upon the same terms and conditions specified in this Agreement. Each Subordinated Creditor agrees that it shall not, directly or indirectly, provide, offer to provide or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the Senior Indebtedness, in each case unless Senior Lender otherwise has provided its express written consent.

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 the Agent shall desire, prior to the Discharge of First Lien Senior 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") financing under Section 363 or Section 364 of Title II of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency ProceedingProceeding (“DIP Financing”) to be secured by all or any portion of the Collateral, then Second Lien Agent, on behalf the Creditor agrees that it will raise no objection to such use of itself cash collateral or DIP Financing and the Second Lien Lenders, agrees that, will not request adequate protection or any other relief in connection with its or their interest in any Collateral so long as (i) the aggregate principal amount pricing terms of Indebtedness incurred pursuant to such the DIP Financing, together with including interest rate, fees, advance rates, lending limits and sublimits are commercially reasonable under the aggregate principal amount of all other outstanding First Lien Indebtedness, does not exceed the sum of $85,000,000, plus the First Lien Amountcircumstances, (ii) Second Lien Agent Creditor retains a Lien on the Creditor Junior 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 insolvency laws, (an "Adequate Protection Lien")iv) Creditor receives a replacement lien on post-petition inventory supplied by or purchased through Creditor, and all Proceeds of the foregoing, to the same extent granted to Senior Agent, with the same priority as existed prior to the commencement of the case under applicable insolvency laws, and (iiiv) such use of cash collateral or DIP Financing is subject to the terms of this Agreement. Until the Discharge of Senior Indebtedness has occurred, it will raise no objection to such DIP Financing. Second Lien Agent, on behalf of itself and the Second Lien Lenders, hereby Creditor agrees that its Liens in the Collateral it shall be subordinated not provide or offer to such provide any DIP Financing (and all obligations relating thereto) secured by a Lien senior to or pari passu with the same extent and upon Liens securing the same terms and conditions specified in this AgreementSenior Indebtedness unless the Agent otherwise has provided its express written consent.

DIP Financing. If any Borrower or any other Obligor shall be subject to any Insolvency Proceeding and First Lien Co-Agent and/or First Senior Lien Agent shall desire, prior to the Discharge of First Senior 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 Junior Lien Agent, on behalf of itself and the Second Junior 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 Senior Lien Indebtedness, does not exceed the sum of the Senior Lien Indebtedness plus $85,000,000, plus the First Lien Amount50,000,000, (ii) Second Junior 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 Junior Lien Agent, on behalf of itself and the Second Junior 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.