Contract analysis

I. Good Cause Finding. Based upon the foregoing findings and the entire record in these cases, the Court finds and determines that good cause has been shown for the entry of this Final Order pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code, and for the granting of all relief requested herein, on a final basis. ORDERING PROVISIONS NOW, THEREFORE, based upon the foregoing findings and conclusions, and upon

1. Authorization of DIP Facility. The DIP Motion is GRANTED on a final basis to the full extent set forth herein. The Debtors are hereby authorized, on a final basis, to enter into, execute, deliver, and perform under the DIP Credit Agreement and all related DIP Documents, and to take all actions contemplated thereby and necessary to implement the DIP Facility. The Debtors are authorized to borrow, on a final basis,

2. DIP Facility Terms. The DIP Facility shall be subject to the following material economic terms, in addition to all other terms and conditions set forth in the DIP Credit Agreement: (a) Interest Rate. The DIP Facility shall bear interest at a rate per annum equal to Adjusted Term SOFR (as defined in the DIP Credit Agreement) plus 900 basis points, with a SOFR floor of 4.00%, resulting in a minimum all-in interest r

3. Superpriority Administrative Expense Claims. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all obligations arising under or in connection with the DIP Facility, including without limitation all principal, interest (including default interest), fees, costs, expenses, indemnification obligations, and other amounts payable under the DIP Credit Agreement and the DIP Documents, in respect of both the New Money

4. Grant of Final DIP Liens (Priming Liens). Pursuant to Sections 364(c)(2), 364(c)(3), and 364(d)(1) of the Bankruptcy Code, as security for all DIP Obligations, the DIP Lender is hereby granted, on a final basis, valid, binding, enforceable, non-avoidable, and automatically perfected first-priority priming security interests in and liens upon (the "DIP Liens") substantially all assets of the Debtors and their estat

5. Roll-Up Authorization and Mechanics. Upon entry of this Final Order, and without the necessity of any further action or order, $32,000,000 in face amount of Driftwood's pre-petition first lien claims held under the Pre-Petition First Lien Credit Agreement shall be, and hereby are, deemed rolled up into the DIP Facility on a dollar-for-dollar basis (the "Roll-Up"). The Roll-Up shall be effected automatically upon e

6. Adequate Protection for Pre-Petition First Lien Lenders. As adequate protection for the priming of the liens securing the Pre-Petition First Lien Term Loan, pursuant to Sections 361, 363(e), and 364(d)(1) of the Bankruptcy Code, the Pre-Petition First Lien Lenders (other than Driftwood, whose $32,000,000 in pre-petition first lien claims have been rolled up into the DIP Facility pursuant to Paragraph 5) holding $8

7. Adequate Protection for Pre-Petition Second Lien Noteholders. As adequate protection for the priming of the liens securing the Pre-Petition Second Lien Notes, the holders of the Pre-Petition Second Lien Notes (collectively, the "Pre-Petition Second Lien Noteholders"), holding $45,000,000 in aggregate principal amount of Pre-Petition Second Lien Notes (with Ashford Mezzanine Capital, LP holding approximately $30,00

8. Budget Compliance. The Debtors shall operate in compliance with the Approved Budget (the "DIP Budget"), which consists of a 13-week rolling cash flow forecast setting forth the Debtors' projected receipts and disbursements, a copy of which is attached to the DIP Credit Agreement as Exhibit B. The DIP Budget shall be updated by the Debtors every four (4) weeks and delivered to the DIP Lender, with a copy to counsel

9. Milestones. The following milestones shall apply in these Chapter 11 cases, and the failure to satisfy any milestone by the applicable deadline (unless such deadline is extended in writing by the DIP Lender) shall constitute an Event of Default under the DIP Credit Agreement: (a) Entry of the Interim DIP Order: no later than five (5) business days after the Petition Date — SATISFIED (the Interim DIP Order was ente

10. Carve-Out. The DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, and the Adequate Protection Superpriority Claims shall in each case be subject to, and subordinate to, the following carve-out (the "Carve-Out"): (a) Professional Fee Carve-Out. The sum of $2,500,000 shall be reserved and available for the payment of allowed fees and expenses of professionals retained by the Debtors and the Com

11. Challenge Period. In connection with the entry of this Final Order and the stipulations and findings contained herein, the following Challenge Period provisions shall apply: (a) Committee Challenge Period. The Committee shall have seventy-five (75) days from the date of entry of this Final Order (i.e., through and including December 27, 2023) (the "Committee Challenge Period") to investigate and, if appropriate,

12. Reimbursement of DIP Lender's Professional Fees. All reasonable and documented fees, costs, and expenses of Calderwood & Harkness LLP, counsel to the DIP Lender, and of any other professionals, consultants, or advisors retained by the DIP Lender in connection with the DIP Facility and these Chapter 11 cases, shall be paid by the Debtors as administrative expenses of the Debtors' estates pursuant to Section 11.04

13. Perfection of DIP Liens. The DIP Liens granted pursuant to this Final Order shall be deemed automatically and fully perfected upon the entry of this Final Order, without the necessity of filing financing statements under the Uniform Commercial Code, recording mortgages, deeds of trust, or similar instruments in any real property records, taking possession or control of any DIP Collateral, or taking any other acti

14. Events of Default. The Events of Default under the DIP Credit Agreement, as incorporated into this Final Order, include without limitation the following: (a) Failure by the Debtors to make any payment of principal, interest, fees, or other amounts when due under the DIP Credit Agreement or the DIP Documents; (b) Any breach by the Debtors of any representation, warranty, or covenant contained in the DIP Credit Agr

15. Modification of the Automatic Stay. The automatic stay imposed by Section 362 of the Bankruptcy Code is hereby modified to the extent necessary to implement and effectuate the terms and provisions of this Final Order, the DIP Credit Agreement, the DIP Documents, and the Adequate Protection Stipulation. Without limiting the generality of the foregoing, the automatic stay is modified to permit: (a) The DIP Lender t

16. No Third-Party Rights. Nothing contained in this Final Order, the DIP Credit Agreement, the DIP Documents, or the Adequate Protection Stipulation shall be construed to create any rights for the benefit of, or enforceable by, any person or entity other than the DIP Lender, the Debtors, the Remaining First Lien Lenders (solely as to the adequate protection rights set forth in Paragraphs 6 and 7 of this Final Order

17. Binding Effect and Successors. The provisions of this Final Order, including all findings, determinations, authorizations, grants of liens and superpriority claims, and other relief granted herein, shall be binding upon and inure to the benefit of: (a) the Debtors and their estates; (b) the DIP Lender; (c) the Pre-Petition First Lien Lenders, including both the Remaining First Lien Lenders and Driftwood (in its c

18. Survival and Section 364(e) Protection. The DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and all other rights, protections, and benefits granted to the DIP Lender and the Remaining First Lien Lenders under this Final Order shall survive the dismissal of these Chapter 11 cases, the conversion of these cases to cases under Chapter 7 of the Ban

19. Good Faith Determination. The Court finds and determines, based upon the evidence and record before it, that the DIP Lender has acted in good faith in connection with the negotiation, documentation, execution, and funding of the DIP Facility, and in all of its dealings with the Debtors, the Pre-Petition First Lien Lenders, the Committee, and all other parties in interest in these Chapter 11 cases. The DIP Lender

20. Incorporation of Adequate Protection Stipulation. The Adequate Protection Stipulation, filed on October 9, 2023 [Dkt. No. _], is hereby approved in its entirety and is incorporated into this Final Order by reference as though fully set forth herein. The terms and provisions of the Adequate Protection Stipulation shall be enforceable and binding upon the parties thereto to the same extent as though such terms and

21. Conditions Precedent to Draw 2. The obligation of the DIP Lender to fund Draw 2 in the amount of $25,000,000 shall be subject to the satisfaction (or waiver by the DIP Lender in its sole discretion) of the following conditions precedent, in addition to any other conditions precedent set forth in the DIP Credit Agreement: (a) Entry of this Final Order in form and substance satisfactory to the DIP Lender in its rea

22. No Waiver. Nothing in this Final Order, the DIP Credit Agreement, the DIP Documents, or the Adequate Protection Stipulation shall constitute, or shall be deemed to constitute, a waiver of any rights, claims, causes of action, or defenses of any party in interest, except as expressly set forth herein, in the Adequate Protection Stipulation, or in the DIP Credit Agreement. Without limiting the generality of the for

23. Effectiveness; Immediate Effect. This Final Order shall become effective immediately upon its entry on the docket of this Court, and shall not be stayed or otherwise delayed by operation of Bankruptcy Rules 6004(h), 6006(d), 7062, or any other provision of the Federal Rules of Bankruptcy Procedure, the Federal Rules of Civil Procedure, the Local Rules of this Court, or otherwise. The Debtors, the DIP Lender, and

24. Retention of Jurisdiction. This Court retains exclusive jurisdiction over the following matters, and no other court shall exercise jurisdiction over such matters except as required by applicable law: (a) To interpret, implement, and enforce this Final Order, the DIP Credit Agreement, the DIP Documents, and the Adequate Protection Stipulation, and to resolve any ambiguity in the terms thereof; (b) To adjudicate an