DIP Order. The Bankruptcy Court shall have entered the DIP Order, and the DIP Order shall be a Final Order.
DIP Order. The Interim Order shall have been entered by the Bankruptcy Court and shall not have been amended, modified, repealed or stayed.
DIP Order. The DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, amended or stayed without the prior written consent of Administrative Agent.
DIP Order. The Company shall not, and shall not permit its Subsidiaries to:
(a) seek, consent to or suffer to exist at any time any modification, stay, vacation or amendment of the DIP Order, except for modifications and amendments joined in or agreed to in writing by Required Holders;
(b) seek the use of “Cash Collateral” (as defined in the DIP Order) in a manner inconsistent with the terms of the DIP Order without the prior written consent of Required Holders;
(c) suffer to exist at any time a priority for any administrative expense or unsecured claim against any Credit Party (now existing or hereafter arising of any kind or nature whatsoever, including, without limitation, any administrative expenses of the kind specified in Sections 105, 326, 328, 503((b), 506(c), 507(a), 507(b), 546(c), 552(b), 726 and 1114 of the Bankruptcy Code) or any super priority claim which is equal or superior to the priority of the Holders in respect of the Obligations or the Prepetition Notes Holders in respect of the Prepetition Notes Obligations except as expressly permitted by the DIP Order; or
(d) prior to the date on which the Prepetition Notes Obligations and Obligations have been paid in full, pay any administrative expenses, except administrative expenses incurred in accordance with the Approved DIP Budget.
DIP Order. The DIP Order and the transactions contemplated hereby and thereby are in full force and effect and have not been vacated, reversed, modified, amended or stayed without the prior written consent of the Administrative Agent and the Majority Lenders.
DIP Order. The DIP Order (or, in the case of the First Draw, only the Interim DIP Order) shall be in full force and effect and shall not have been vacated, reversed, modified, amended or subject to a stay without the prior written consent of the Required Lenders. Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 3.2 have been satisfied.
DIP Order. The DIP Order is valid, genuine, legal and enforceable against the Credit Parties and the other parties subject thereto, and has not been reversed, stayed (whether by statutory stay or otherwise), modified, waived or amended without the consent of the Required Lenders.
DIP Order. The DIP Order is, following the entry thereof, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable perfected first priority priming security interest in the Collateral without the necessity of the execution of mortgages, security agreements, pledge agreements, financing statements or other agreements or documents.
DIP Order. The DIP Order shall be in full force and effect, and such order shall not have been vacated, reversed, modified, amended or stayed in any manner except as agreed to by the Required Lenders.
DIP Order. The Bankruptcy Court shall enter an order in form and substance acceptable to Lender which order incorporates this Agreement and is in no way inconsistent herewith, approving the Loan (the "DIP Order"), including the Breakup Fee. The DIP Order will, among other things, adjudicate (i) all indebtedness under the Loan to have super-priority claim status under Bankruptcy Code §§ 364(c)(1) and 507(b), and (ii) Lender's claims to be fully secured under Bankruptcy Code §§ 364(c) and (d), with priority liens on all of the Collateral having the priorities specified herein, subject only to the first priority liens of Secured Lender. Without limiting the foregoing in any way, the DIP Order will include, among other things, the following provisions: (i) in the event of a default, the Lender will be entitled to an expedited hearing on a motion requesting relief from the automatic stay to exercise its rights, within ten (10) days of the filing of such motion, (ii) the Borrower will not seek to obtain any other loan(s), without the prior written consent of Lender, unless such other loan(s) are part of an overall financing commitment to the Borrower determined after a competitive auction process (conducted pursuant to Bankruptcy Court approved procedures) to be a higher or better offer for financing than the Loan that Lender has committed to provide, (iii) the Borrower will not seek approval for, or incur any debt which will prime, or be pari passu with, the liens against the Collateral granted to Lender, (iv) the Borrower will agree and the DIP Order will so provide that there will be no Bankruptcy Code § 506(c) surcharge claims against Lender or its Collateral, (v) approval of all fees set forth herein relating to the Loan, and (vi) the Loan is an arms-length transaction, in good faith, for reasonable consideration, and is not a fraudulent transfer under the Bankruptcy Code or other applicable law.
