DIP Order. The Bankruptcy Court shall have entered the DIP Order, and such Order shall be a Final Order.
DIP Order. The applicable DIP Order shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect without the written consent of Lender in its sole discretion.
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 Company shall not, and shall not permit its Subsidiaries to:
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 The Interim Order shall have been entered by the Bankruptcy Court and shall not have been amended, modified, repealed or stayed.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 have been entered by the Bankruptcy Court and shall not have been vacated, reversed modified, amended or stayed without the consent of the Required Lenders, in addition to such other consent rights of the Prepetition Secured Parties as set forth in the DIP Order.
DIP Order. Section 2(j) Direct Subscription Shares............................... Section 2 (a)(i) Disclosure Letter........................................ Section 3
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.
DIP Order. The DIP Facility (as defined herein) shall include all terms set forth in the proposed Interim Order attached to the Restructuring Support Agreement, including, but not limited to those concerning collateral, lien and claim priority, adequate protection, and releases. In the event of a conflict between this DIP Term Sheet and any of the Financing Orders (as defined below), the Financing Orders shall control.
DIP Order. The Bankruptcy Court shall have entered an order satisfactory to the DIP Agent and the Required DIP Lenders, which shall approve the DIP Facility, provide that the Obligations constitute Superpriority Claims and approve the granting to the DIP Agent Liens securing the DIP Facility with the priority specified herein, and provide that any Subsidiary of any Borrower that becomes a Debtor shall be bound by the terms of such order and the Loan Documents, which DIP Order shall not have been reversed, modified, amended, appealed, stayed or vacated, except with respect to any amendments or modifications that have been consented to by the Required DIP Lenders.
