DIP Financing Conditions means (a) that each Second Lien Creditor retains its Liens on the Collateral with the same priority as is set forth in Section 2.1 (other than any administrative priority claim or a professional fee “carve-out”) , (b) in the case of DIP Financing, that the principal amount of loans and face amount of letters of credit available under such DIP Financing plus the principal amount of outstanding obligations that constitute First Lien Debt does not exceed the First Lien Cap, (c) the proposed Cash Collateral use or DIP Financing does not compel the Debtor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (d) the proposed Cash Collateral order or DIP Financing Documentation does not expressly require the sale, liquidation or disposal of all or substantially all of the Collateral prior to a default under the Cash Collateral order or DIP Financing Documentation, (e) in the case of DIP Financing, that the DIP Financing is otherwise subject to the terms of this Agreement; (f) in the case of DIP Financing, the Liens securing such DIP Financing are pari passu with or superior in priority to the then outstanding First Lien Debt and the Liens securing such First Lien Debt and (g) in the case of DIP Financing, the interest rate and fees are commercially reasonable under the circumstances (and, if the DIP Financing includes any advance rates or lending sublimits, such advance rates or lending sublimits, if any, are also commercially reasonable under the circumstances).
DIP Financing Conditions means (a) that Second Lien Creditor retains its Liens on the Collateral with the same priority as is set forth in Section 2.1 (other than any administrative priority claim or a professional fee “carve-out”) , (b) in the case of DIP Financing, that the principal amount of loans and face amount of letters of credit available under such DIP Financing plus the principal amount of outstanding obligations that constitute First Lien Debt does not exceed the First Lien Cap, (c) the proposed Cash Collateral use or DIP Financing does not compel the Debtor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (d) the proposed Cash Collateral order or DIP Financing Documentation does not expressly require the sale, liquidation or disposal of all or substantially all of the Collateral prior to a default under the Cash Collateral order or DIP Financing Documentation, (e) in the case of DIP Financing, that the DIP Financing is otherwise subject to the terms of this Agreement; (f) in the case of DIP Financing, the Liens securing such DIP Financing are pari passu with or superior in priority to the then outstanding First Lien Debt and the Liens securing such First Lien Debt and (g) in the case of DIP Financing, the interest rate and fees are commercially reasonable under the circumstances (and, if the DIP Financing includes any advance rates or lending sublimits, such advance rates or lending sublimits, if any, are also commercially reasonable under the circumstances).
DIP Financing Conditions means that: Third Lien Agent retains its Liens with respect to the Third Lien Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), junior to the Liens securing DIP Financing and the Liens securing the Senior Lien Obligations.
Examples of DIP Financing Conditions in a sentence
This Agreement constitutes a “DIP Financing” for the purposes of and as defined in the First Lien/Second Lien Intercreditor Agreement, and satisfies the DIP Financing Conditions (as defined in the First Lien/Second Lien Intercreditor Agreement).
If such ABL Cash Collateral use or ABL DIP Financing, as applicable, meets some, but not all, of the applicable ABL DIP Financing Conditions, then the Term Agent unconditionally agrees that it will only withhold its consent to such ABL Cash Collateral use and will only raise an objection to such ABL DIP Financing based upon the ABL DIP Financing Condition(s) which are not met and will not withhold its consent or object on any other basis.
Subject to clause (iii), nothing contained in sub-clause (i) will be deemed to limit (1) any First Out Holder from seeking to provide DIP Financing on terms that do not satisfy the DIP Financing Conditions (a “Non-Conforming DIP”) or (2) the rights of Required First Out Holders to direct Agent to object to, or the rights of Required Last Out Holders to direct Last Out Representative to object to, any Non-Conforming DIP when offered.
If such ABL Cash Collateral use or ABL DIP Financing, as applicable, meets some, but not all, of the applicable ABL DIP Financing Conditions, then the Term Agent unconditionally agrees that it will only withhold its consent to such ABL Cash Collateral use and will only raise an objection to such ABL DIP Financing based upon the ABL DIP Financing Condition(s) which are not met and will - 47 - WEIL:\96331350\2\35899.0561 not withhold its consent or object on any other basis.
If such ABL DIP Financing meets all of the applicable ABL DIP Financing Conditions, each Term Loan Representative agrees, on behalf of itself and the other Term Loan Secured Parties that it represents that it shall not object to such ABL DIP Financing in its capacity as a secured creditor (but the foregoing does not restrict any Term Loan Representative from protecting its rights and claims as an unsecured creditor).
More Definitions of DIP Financing Conditions
DIP Financing Conditions means (a) that Term Loan Agent retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), (b) in the case of DIP Financing, that the principal amount of such DIP Financing plus the outstanding principal amount of other ABL Debt does not exceed the ABL Cap, (c) the proposed Cash Collateral use or DIP Financing does not compel any ABL Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (d) the proposed Cash Collateral order or DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the Cash Collateral order or DIP financing documentation, and (e) in the case of DIP Financing, that the DIP Financing is otherwise subject to the terms of this Agreement.
DIP Financing Conditions means (a) the interest rates, fees, advance rates, lending sublimits and limits and other terms applicable to the DIP Financing are commercially reasonable under the circumstances, (b) the Liens securing the DIP Financing are senior to or pari passu with any Liens in Collateral securing the prepetition Obligations and (c) the DIP Financing does not exceed the DIP Cap.
DIP Financing Conditions has the meaning given to that term in Clause 7.1 (Financing Issues).
DIP Financing Conditions means (a) that Term Loan Agent retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding) with, in the case of Term Loan Priority Collateral, the same priority as existed prior to the commencement of any applicable Insolvency Proceeding, (b) in the case of DIP Financing, that the principal amount of such DIP Financing plus the outstanding principal amount of other ABL Debt does not exceed the ABL Cap, (c) the proposed Cash Collateral use or DIP Financing does not compel any ABL Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (d) the proposed Cash Collateral order or DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the Cash Collateral order or DIP financing documentation, and (e) in the case of DIP Financing, that the DIP Financing is otherwise subject to the terms of this Agreement.
DIP Financing Conditions means (i) that Second Priority Representative retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), (ii) the proposed use of cash collateral or DIP Financing does not compel any Credit Party to seek confirmation of a specific plan of reorganization contemplated by such document or order, (iii) to the extent the First Priority Secured Parties are granted adequate protection, the Second Priority Representative, on behalf of the Second Priority Secured Parties, may seek and retain adequate protection as permitted by the Intercreditor Agreement, (iv) the Liens securing such DIP Financing are pari passu with, or superior in priority to, the then outstanding First Priority Obligations and the Liens securing such First Priority Obligations, respectively and (v) such DIP Financing does not require the sale, liquidation or disposition of all or any material portion of the Collateral prior to a default under the DIP Financing.
DIP Financing Conditions means that: (i) Second Lien Agent retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), junior to the Liens securing DIP Financing.
DIP Financing Conditions means (a) that Second Lien Agent retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency Proceeding (including proceeds thereof arising after the commencement of such Insolvency Proceeding), (b) in the case of DIP Financing, that the principal amount of such DIP Financing plus the outstanding principal amount of other First Lien Debt does not exceed the First Lien Cap, (c) the proposed Cash Collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization or other dispositive plan for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, as applicable, (d) the proposed Cash Collateral order or DIP Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under the Cash Collateral order or DIP Financing documentation, (e) any Second Lien Claimholder may seek and retain adequate protection as permitted by Section 6.5, and (f) in the case of DIP Financing, that the DIP Financing is otherwise subject to the terms of this Agreement.