Common use of DIP Financing Clause in Contracts

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 Title 11 of the United States 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 or pari passu with 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 terms and conditions specified in this Agreement. 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. If any Debtor Borrower or any Guarantor shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Senior Agent shall desire, prior to the Discharge of Loan Credit Agreement Secured Obligations, to permit the use of cash collateral or to permit any Debtor Borrower or any Guarantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States 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 TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 this Section 6.026.01. To the extent the Liens securing the Loan Credit Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, 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 terms and conditions specified in this Agreement. Until the Discharge of Loan Credit Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Credit Agreement Secured Obligations, in each case unless the Senior Agent otherwise has provided its express written consent.

DIP Financing. If any Debtor Borrower or any of its Subsidiaries shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Agent or any Lender shall desire, prior to the Discharge of Loan Agreement Secured Priority Obligations, to permit the use of cash collateral or to permit any Debtor Borrower, or any of its Subsidiaries to obtain financing under Section 363 or Section 364 of Title 11 of the United States 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 TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 this Section 6.01 and in Section 6.02. To the extent the Liens securing the Loan Agreement Secured Priority Obligations are subordinated or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, 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 terms and conditions specified in this Agreement. Until the Discharge of Loan Agreement Secured Priority Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Priority Obligations, in each case unless the Agent otherwise has provided its express written consent.

DIP Financing. If the Parent, any Debtor of its Subsidiaries or any Credit Party shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Lender shall desire, prior to the Discharge of Loan Agreement Secured Obligations, to permit the use of cash collateral or to permit Parent, any Debtor of its Subsidiaries or any Credit Party to obtain financing under Section 363 or Section 364 of Title 11 of the United States 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 TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, and the Noteholders, hereby agrees that its Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) up to (but not in excess of) the Maximum Lender Priority Debt Amount upon the terms and conditions specified in this Agreement. Until the Discharge of Loan Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Lender otherwise has provided its express written consent.

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 Title 11 of the United States 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 or pari passu with 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 specified 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 this Agreementaccordance 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. If any Debtor Borrower or any Guarantor shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Senior Agent shall desire, prior to the Discharge of Loan Credit Agreement Secured Obligations, to permit the use of cash collateral or to permit any Debtor Borrower or any Guarantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States 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 TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 this Section 6.026.01. To the extent the Liens securing the Loan Credit Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, 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 terms and conditions specified in this Agreement. Until the Discharge of Loan Credit Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Credit Agreement Secured Obligations, in each case unless the Senior Agent otherwise has provided its express written consent.

DIP Financing. If the Borrower or any Debtor Guarantor shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Lender shall desire, prior to the Discharge of Loan Agreement Secured Obligations, to permit the use of cash collateral or to permit Borrower or any Debtor Guarantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision under the law applicable to any Insolvency Proceeding ("DIP FinancingFINANCING") to be secured by all or any portion of the Collateral, then the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 this Section 6.026.01. To the extent the Liens securing the Loan Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, 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 terms and conditions specified in this Agreement. Until the Discharge of Loan Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Lender otherwise has provided its express written consent.

DIP Financing. If Parent, any Debtor Borrower or any Guarantor shall be subject to any Insolvency Proceeding and the Agent, for and on behalf of itself and the Lenders, Senior Agent shall desire, prior to the Discharge of Loan First Priority Credit Agreement Secured Obligations, to permit the use of cash collateral or to permit Parent, any Debtor Borrower or any Guarantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States 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 TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 this Section 6.026.01. To the extent the Liens securing the Loan Credit Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, and the Noteholders, hereby agrees that its the Collateral Agent’s Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating theretothereto and any “carve-out” for professional fees and expenses and United States Trustee fees agreed to by the Senior Agent) upon the terms and conditions specified in this Agreement. Until the Discharge of Loan First Priority Credit Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 Credit Agreement Secured Obligations, in each case unless the Senior Agent otherwise has provided its express written consent.

DIP Financing. If any Debtor Credit Party shall be subject to any Insolvency or Liquidation Proceeding and the Agent, for and on behalf of itself and the Lenders, shall desire, prior to the Discharge of the Loan Agreement Secured Obligations, to permit the use of cash collateral or to permit any Debtor Credit Party to obtain financing under Section 363 or Section 364 of Title 11 of the United States Bankruptcy Code or any similar provision under the law applicable to any Insolvency or Liquidation Proceeding ("“DIP Financing"”) to be secured by all or any portion of the Collateral, then the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, 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 or pari passu with such DIP Financing, the TrusteeCollateral Agent, for and on behalf of itself itself, the Trustee, and the Noteholders, hereby agrees that its Liens in on the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) upon the terms and conditions specified in this AgreementAgreement in each case under this Section 6.01 to the extent such DIP Financing and Obligations constitute Loan Agreement Secured Obligations. Until the Discharge of the Loan Agreement Secured Obligations has occurred, the TrusteeCollateral Agent, on behalf of itself itself, the Trustee, and the Noteholders, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation 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.