A. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreements, the Master DIP Fee Letter, the Indentures and DIP Guaranty, as applicable, unless otherwise indicated or amended or supplemented hereby.
B. All references to “Program Agreements” and “Program Documents” herein and in each Repurchase Agreement shall be deemed to include this Master Refinancing Agreement, the Netting Agreement, the Master DIP Fee Letter, the DIP Guaranty and the Administration Agreement.
C. Whenever used in this Master Refinancing Agreement, the following words and phrases, unless context otherwise requires, shall have the following meanings:
“Acceptable Plan” shall mean a chapter 11 plan of reorganization in the Cases that (a) provides for the termination of the commitments of the Secured Parties under the DIP Warehouse Facility Agreements on the effective date of such plan, (b) provides for the payment in full in cash of all obligations of the Guarantor, the DIP Sellers, the SAF SPVs and the Depositors with respect to the DIP Warehouse Facility Agreements on the effective date of such plan, (c) contains release, indemnification and exculpatory provisions relating to the Secured Parties that are satisfactory to the Administrative Agent (with the consent of the Required Buyers in their sole discretion), (d) is otherwise in form and substance reasonably satisfactory to the Buyers, and (e) contemplates effectiveness of such plan no later than the Stated Termination Date.
“Acceptable Sale Agreement” shall mean an initial Sale Agreement or replacement Sale Agreement, as the case may be, that satisfies each of the requirements listed below and shall otherwise, in form and substance, be acceptable to Buyers in their reasonable discretion:
(a) The agreement shall be in form and substance reasonably satisfactory to Administrative Agent (at the direction of Required Buyers).
(b) Without limiting the generality of clause (a) above, the agreement shall not be subject to any diligence or financing conditions and the proposed purchaser(s) shall have obtained all requisite corporate/organizational approvals, and has obtained, or is reasonably likely to obtain all necessary governmental and third-party consents, within a time frame such that the contemplated sale is capable of being consummated in accordance with the Chapter 11 Milestones prior to the Stated Termination Date.
(c) The proposed purchaser(s) is/are capable of consummating the sale in accordance with the Chapter 11 Milestones prior to the Stated Termination Date, after taking into account all relevant legal, regulatory, and business considerations.
(d) The proposed purchaser(s) shall have provided such financial and other information demonstrating the proposed purchaser’s or purchasers’ financial wherewithal and business capabilities to fulfill all obligations in connection with the transactions
2014058.10-NYCSR07A - MSW