Common use of New Money Loans Clause in Contracts

New Money Loans. (i) Subject to the satisfaction of the applicable conditions precedent set forth in Sections 4.1 and 4.2 as well as the DIP Draw Conditions, and subject further to the other terms hereof, and relying upon the representations and warranties set forth herein, the Lenders agree to severally, but not jointly, make the following New Money Loans to the Borrower (unless the Termination Date shall have occurred): (A) during the period commencing on or after entry of the Interim DIP Order to but excluding the date of entry of the Final DIP Order (such period, the “Interim Availability Period”), the Borrower may request New Money Loans up to the amounts set forth in the Approved Budget (for the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary), subject to the provisions of the Interim DIP Order; provided, that, the aggregate amount of New Money Loans that shall be made during the Interim Availability Period shall not exceed $9,000,000 (or, if less, the maximum amount of new money loans approved pursuant to the Interim DIP Order); and (B) during the period commencing on or after entry of the Final DIP Order to but excluding the Termination Date (such period, the “Final Availability Period”), the Borrower may request New Money Loans up to the amounts set forth in the Approved Budget (for the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary), subject to the provisions of the Final DIP Order; provided, that, the aggregate amount of New Money Loans that shall be made during the Final Availability Period shall not exceed the remaining unfunded New Money Loan Commitments (or, if less, the maximum amount of new money loans approved pursuant to the Final DIP Order). Notwithstanding the foregoing, (A) the Lenders shall not be required to fund New Money Loans on more than one Borrowing Date in any one (1)-week period, (B) [reserved], (C) no Lender shall be required to fund any amount of any New Money Loan that exceeds its then-outstanding unfunded New Money Loan Commitment, (D) no Lender shall be required to fund any amount of any New Money Loan if and to the extent that the Bankruptcy Court has not granted requisite approval of the Roll-Up Loans in the applicable DIP Order, (E) [reserved], and (F) no Lender shall be required to fund any amount of any New Money Loan unless each of the Milestones that were required to be satisfied prior to such time shall have been satisfied or waived, and no Event of Default exists at the time of such Borrowing (the conditions set forth in clauses (A) - (F) above, the “DIP Draw Conditions”). Each Lender’s New Money Loan Commitment shall automatically and permanently be reduced, on a dollar-for-dollar basis, by the amount of New Money Loans funded by it, and no amount of Loans that shall have been repaid or prepaid at any time may be re-borrowed. For the avoidance of doubt, in no event shall the Lenders be required to fund any Loans if such funding would cause the aggregate principal amount of Loans outstanding hereunder to exceed the aggregate amount authorized pursuant to the Interim DIP Order (in the case of New Money Loans made prior to the Final DIP Order Date) or the Final DIP Order (in the case of New Money Loans made as of the Final DIP Order Date).

New Money Loans. (ia) Subject to the Approved Budget, and the satisfaction of the applicable conditions precedent set forth in Sections 4.1 and 4.2 as well as the DIP Draw ConditionsSection 6, and subject further to the other terms and conditions hereof, and relying upon the representations and warranties set forth herein, the Lenders agree to severally, but not jointly, make the following New Money Loans to the Borrower (unless the Termination Date shall have occurred): (Ai) during the period commencing on or after entry of the Interim DIP Order to but excluding the date of entry of the Final DIP Order (such period, the “Interim Availability Period”), the Borrower may request New Money Loans up to the amounts as set forth in the Approved Budget (for in effect at the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary)time such draw is requested, subject to the provisions of the Interim DIP Order; , provided, that, the aggregate amount of New Money Loans that shall be made during the Interim Availability Period shall not exceed $9,000,000 37,500,000 (or, if less, the maximum amount of new money loans approved pursuant to the Interim DIP Order); provided, further, that there shall be no more than one (1) Borrowing Date during the Interim Availability Period; and (Bii) during the period commencing on or after entry of the Final DIP Order up to but excluding the Termination Date (such period, the “Final Availability Period”), the Borrower may request New Money Loans up to the amounts as set forth in the Approved Budget (for in effect at the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary)time such draw is requested, subject to the provisions of the Final DIP Order; provided, that, the aggregate amount of New Money Loans that shall be made during the Final Availability Period shall not exceed the remaining unfunded New Money Loan Commitments (or, if less, the maximum amount of new money loans approved pursuant to the Final DIP Order); provided, further, for any Borrowing after the Closing Date, in the event that an Updated Budget has been submitted but not become the Approved Budget in accordance with Section 10.1.12, Liquidity immediately prior to such Borrowing shall not exceed $45,000,000 on the date of such Borrowing (and, to the extent that Liquidity declines below $45,000,000 thereafter and such Updated Budget has not become the Approved Budget, any Borrowing in the then Approved Budget will still occur). Notwithstanding the foregoingforegoing or anything else in this Agreement or in any other Loan Document to the contrary, (A) the Lenders no Lender shall not be required to fund New Money Loans on more than one (1) Borrowing Date in any one four-week period (1)-week periodunless consented to in writing by such Lender), (B) [reserved]no Lender shall be required to make any New Money Loan on any Borrowing Date that has not been previously specified in the Approved Budget, (C) no Lender shall be required to fund any amount of any New Money Loan Loans that exceeds its then-outstanding unfunded New Money Loan Commitment, (D) no Lender shall be required to fund any amount of any New Money Loan if and to the extent that the Bankruptcy Court has not granted requisite approval of the Roll-Up Loans in the applicable DIP Order, (E) [reserved], and (FE) no Lender shall be required to fund any amount of any New Money Loan unless each of the Milestones that were required to be satisfied prior to such time shall have been satisfied or waivedsatisfied, and no Event of Default exists at the time of such Borrowing Borrowing; provided, further, that each New Money Loan shall be in a minimum amount equal to (I) at least $100,000 and in integral multiples of $10,000 thereafter (or such other amounts as agreed to by the conditions set forth in clauses applicable Lender), or (AII) - (F) aboveif lower that the foregoing, the “lesser of (x) the remaining, unfunded amount of such Lender’s applicable New Money Loan Commitment, as determined as of such time (after giving effect to the aggregate amount of New Money Loans previously made by such Lender), and (y) the amount authorized pursuant to the Interim DIP Draw Conditions”Order (in the case of New Money Loans made prior to the Final DIP Order Date) or the Final DIP Order (in the case of New Money Loans made as of the Final DIP Order Date). .] (b) Each Lender’s New Money Loan Commitment shall shall, concurrently with the funding of the above New Money Loans by it to the Administrative Agent, be automatically and permanently be reduced, on a dollar-for-dollar basis, by the principal amount of New Money Loans funded made by itit at such time; provided, that, notwithstanding anything else herein, each Lender’s New Money Loan Commitment shall in any event terminate, and no amount of Loans that shall have been repaid be deemed permanently discharged, extinguished and cancelled in full, and shall cease to be binding on, or prepaid at any time may be re-borrowedenforceable against, such Lender, in each case, automatically on, and immediately upon the occurrence of, the Termination Date. For the avoidance of doubt, in no event shall the Lenders be required to fund any Loans if such funding would cause the aggregate principal amount of Loans outstanding hereunder to exceed the aggregate amount authorized pursuant to the Interim DIP Order (in the case of New Money Loans made prior to the Final DIP Order Date) or the Final DIP Order (in the case of New Money Loans made as of the Final DIP Order Date). (c) In furtherance of Section 3.2.4, on the Closing Date, the Borrower shall be required to pay the New Money Loan Commitment Payment for the account of the Lenders, which payment shall be effectuated pursuant to a deemed making by the Lenders of Loans on the Closing Date in an aggregate principal amount equal to the amount of the New Money Loan Commitment Payment (the “DIP Facility Commitment Loans”), which DIP Facility Commitment Loans shall have the same pricing, rights, privileges and other terms as otherwise attach to all New Money Loans (whether or not any New Money Loans are outstanding as of such time), but shall be made automatically and immediately upon and concurrently with the occurrence of the Closing Date, without requirement for any cash to be advanced by any Lender. The Borrower hereby agrees that it shall be deemed to have incurred, DIP Facility Commitment Loans, automatically as of the Closing Date, by operation of the provisions hereof, without any further action by any Person, and that all DIP Facility Commitment Loans shall be outstanding as of such time, and interest shall accrue thereon in the same manner as interest would accrue on New Money Loans if any were made on such date. (d) Once repaid, no Loan (or portion thereof) may be reborrowed.

New Money Loans. Subject to the terms and conditions hereof and the DIP Order, each Term Lender severally agrees, solely to the extent requested by the Borrower pursuant to Section 2.2, (i) Subject to the satisfaction of the applicable conditions precedent set forth make a term loan in Sections 4.1 and 4.2 as well as the DIP Draw Conditions, and subject further to the other terms hereof, and relying upon the representations and warranties set forth herein, the Lenders agree to severally, but not jointly, make the following New Money Loans a single drawing to the Borrower (unless on any Business Day between the Termination fifth Business Day and the tenth Business Day following the Closing Date shall have occurred): (A) during the period commencing on or after entry of the Interim DIP Order to but excluding the date of entry of the Final DIP Order (such perioddate, if any, the “Interim Availability PeriodInitial Funding Date”), ) in an amount not to exceed the amount of the Initial Term Commitment of such Lender (the “Initial Term Loans”) and (ii) to make term loans in up to two drawings to the Borrower may request New Money Loans up to on any Business Day between the amounts set forth in fifth Business Day and the Approved Budget (for fifteenth Business Day following the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary), subject to the provisions of the Interim DIP Order; provided, that, the aggregate amount of New Money Loans that shall be made during the Interim Availability Period shall not exceed $9,000,000 (or, if less, the maximum amount of new money loans approved pursuant to the Interim DIP Order); and (B) during the period commencing date on or after entry of which the Final DIP Order to but excluding the Termination Date is entered (such periodfifteenth Business Day, the “Final Availability Period”), the Borrower may request New Money Loans up to the amounts set forth in the Approved Budget (for the avoidance of doubt, draws may be made at later dates than set forth in the Approved Budget as necessary), subject to the provisions of the Final DIP Order; provided, that, the aggregate amount of New Money Loans that shall be made during the Final Availability Period shall not exceed the remaining unfunded New Money Loan Commitments (or, if less, the maximum amount of new money loans approved pursuant to the Final DIP Order). Notwithstanding the foregoing, (A) the Lenders shall not be required to fund New Money Loans on more than one Borrowing Date in any one (1)-week period, (B) [reserved], (C) no Lender shall be required to fund any amount of any New Money Loan that exceeds its then-outstanding unfunded New Money Loan Commitment, (D) no Lender shall be required to fund any amount of any New Money Loan if and to the extent that the Bankruptcy Court has not granted requisite approval of the Roll-Up Loans in the applicable DIP Order, (E) [reserved], and (F) no Lender shall be required to fund any amount of any New Money Loan unless each of the Milestones that were required to be satisfied prior to such time shall have been satisfied or waived, and no Event of Default exists at the time of such Borrowing (the conditions set forth in clauses (A) - (F) above, the “DIP Draw Conditions”). Each Lender’s New Money Term Loan Commitment shall automatically and permanently be reduced, on a dollar-for-dollar basis, by the Expiry Date”) in an amount of New Money Loans funded by it, and no amount of Loans that shall have been repaid or prepaid at any time may be re-borrowed. For the avoidance of doubt, in no event shall the Lenders be required to fund any Loans if such funding would cause the aggregate principal amount of Loans outstanding hereunder not to exceed the aggregate amount authorized pursuant of (x) the Subsequent Term Commitment plus (y) to the Interim DIP Order extent not otherwise drawn on the Initial Funding Date, the remaining amount (in if any) of the case Initial Term Commitment (“Subsequent Term Loans” and, together with the Initial Term Loans, the “Term Loans”; the date of New Money each Subsequent Term Loan is referred to as a “Subsequent Term Loan Funding Date”). The Term Loans made prior may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Final DIP Order Date) or Administrative Agent in accordance with Sections 2.2 and 4.3 (provided that the Final DIP Order (in Initial Term Loans shall initially be Base Rate Loans). Any unused Term Commitments on the case of New Money Loans made as Term Loan Commitment Expiry Date shall terminate concurrently with the occurrence of the Final DIP Order Term Loan Commitment Expiry Date).