Term Loan DIP Financing Conditions means (a) that (i) ABL 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), (ii) as to the ABL Priority Collateral that existed as of the date of such commencement of such Insolvency Proceeding (including Proceeds thereof arising after the commencement of such Insolvency Proceeding), ABL Agent’s Liens with respect to such ABL Priority Collateral remain senior and prior to the Liens (inclusive of any Liens securing the Term Loan DIP Financing) of Term Loan Agent with respect to such ABL Priority Collateral, and (iii) as to ABL Priority Collateral acquired by the applicable Grantor after the commencement of Insolvency Proceeding (excluding identifiable Proceeds of ABL Priority Collateral existing prior to the commencement of such Insolvency Proceeding), if a Lien with respect to such Collateral is granted to secure the Term Loan DIP Financing, then ABL Agent obtains a Lien with respect to such Collateral and the Liens with respect to such Collateral securing the Term Loan DIP Financing are junior and subordinate to the Liens of ABL Agent with respect to such Collateral, and the ABL Agent is not restricted from seeking, and the Term Loan Agent does not object to, a replacement or additional Lien as adequate protection as permitted by Section 6.5; (b) in case of Term Loan DIP Financing, the aggregate principal amount of such Term Loan DIP Financing does not exceed the Term Loan DIP Amount and the aggregate principal amount of the Term Loan DIP Financing plus the outstanding principal amount of other Term Loan Priority Debt does not exceed the Term Loan DIP Amount, (c) that the interest rate, advance rates and fees are commercially reasonable under the circumstances, (d) the Term Loan Agent does not seek to obtain a priming Lien on any ABL Priority Collateral, (e) that the proposed cash collateral use or Term Loan DIP Financing does not compel any Grantor to seek conformation 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 documentation governing such Term Loan DIP Financing and (f) that the Term Loan DIP Financing is otherwise subject to the terms of this Agreement.
Term Loan DIP Financing Conditions means (a) the ABL Representative retains a Lien on the Collateral to secure the ABL Obligations (including proceeds thereof arising after the commencement of an Insolvency Proceeding subject to section 552 of the Bankruptcy Code or similar insolvency law) with the same priority as existed prior to the commencement of the Insolvency Proceeding subject to the relative priorities set forth in Section 2, and to the Lien securing the Term Loan DIP Financing, (b) the ABL Representative receives a replacement Lien to secure the ABL Obligations on post-petition assets to the same extent granted to the lenders providing the Term Loan DIP Financing (subject to the relative priorities set forth in Section 2 and to the Lien securing the Term Loan DIP Financing) and (c) any such Term Loan DIP Financing does not (i) compel any Loan Party to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in such documentation or order, provided, the foregoing condition does not prohibit the inclusion of customary milestones for dates by which the plan and disclosure statements must be approved, or (ii) expressly require the liquidation of all or substantially all of the Collateral prior to a default under the Term Loan DIP Financing documentation or cash collateral order, as applicable, provided, that the foregoing condition does not prohibit the inclusion of customary milestones for the sale of all or substantially all of the Collateral as a going concern.