Contract analysis

1. Authorization of DIP Facility. The DIP Motion is granted on a final basis as set forth herein. The Debtor is authorized, pursuant to sections 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d)(1) of the Bankruptcy Code, to borrow up to $75,000,000 in the aggregate under the DIP Facility, on the terms and conditions set forth in the DIP Credit Agreement, a copy of which is attached hereto as Exhibit B and i

2. DIP Liens. As security for the prompt and complete payment and performance of all DIP Obligations, and pursuant to sections 364(c)(2), 364(c)(3), and 364(d)(1) of the Bankruptcy Code, the DIP Agent is hereby granted, for the benefit of the DIP Lenders, effective as of the Petition Date, the following continuing, valid, binding, enforceable, non-avoidable, and automatically perfected liens on and security interests

3. Superpriority Administrative Expense Claims. Pursuant to section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and the Debtor's estate (collectively, the "DIP Superpriority Claims"), with priority in payment over any and all administrative expense claims, unsecured claims, and all other claims against the Debtor or the

4. Use of DIP Proceeds and Cash Collateral. The Debtor is authorized, pursuant to sections 361 and 363 of the Bankruptcy Code, to use: (a) the proceeds of the DIP Facility; and (b) "Cash Collateral" as defined in section 363(a) of the Bankruptcy Code, in each case in accordance with, and solely to the extent provided in, the DIP Budget (as defined in Paragraph 5 below) and the terms and conditions of this Final Order

5. DIP Budget. The initial DIP Budget is attached hereto as Exhibit A and is approved. The DIP Budget shall be updated by the Debtor every four (4) weeks and delivered to the DIP Agent and the Prepetition Agent no later than five (5) business days prior to the commencement of the applicable four-week period. Each updated DIP Budget shall be subject to review and approval by the DIP Agent and the Prepetition Agent, su

6. Interest, Fees, and Expenses. The DIP Facility shall bear interest, and the Debtor shall pay fees and expenses, in accordance with the following terms, which terms are incorporated in and consistent with the DIP Credit Agreement: (a) Interest: The outstanding principal balance of all DIP borrowings shall bear interest at a rate per annum equal to SOFR plus 600 basis points, payable monthly in arrears on the first

7. Adequate Protection for Prepetition Secured Parties. As adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral against any diminution in value resulting from the use, sale, or lease of the Prepetition Collateral (including Cash Collateral), the imposition of the automatic stay under section 362 of the Bankruptcy Code, and the priming of the Prepetition Liens by the DI

8. Milestones. The Debtor shall comply with each of the following milestones (each, a "Milestone"), calculated from the Petition Date unless otherwise indicated, subject to extension only with the prior written consent of the Required DIP Lenders (defined as the DIP Lenders holding more than 50% of the aggregate DIP commitments outstanding at the applicable time): (a) Day 1 (Petition Date): The Debtor shall file its

9. Covenants. In addition to the covenants set forth in the DIP Credit Agreement, the Debtor shall comply with the following covenants for so long as any DIP Obligations remain outstanding: A. Affirmative Covenants. (a) Budget Compliance. The Debtor shall maintain compliance with the DIP Budget within the Permitted Variances specified in Paragraph 4 above. (b) Insurance. The Debtor shall maintain in full force and ef

10. Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Final Order and the DIP Credit Agreement: (a) The failure by the Debtor to make any payment of principal, interest, fees, or other amounts when due under the DIP Credit Agreement or this Final Order; (b) Any breach by the Debtor of any covenant, representation, warranty, certification, or other agreement co

11. Remedies Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default: (a) Termination Notice. The DIP Agent may, in its sole discretion, deliver written notice of such Event of Default (a "Termination Notice") to the Debtor, counsel to the Debtor, the U.S. Trustee, counsel to any statutory committee appointed in this Chapter 11 Case, and the Prepetition Agent. (b) Remedies Notice

12. Professional Fee Carve-Out. Notwithstanding anything to the contrary in this Final Order, the DIP Liens, the DIP Superpriority Claims, the First Lien Adequate Protection Liens, the First Lien Adequate Protection Superpriority Claims, the Second Lien Adequate Protection Liens, and the Second Lien Adequate Protection Superpriority Claims shall in all cases be subject to a carve-out (the "Carve-Out") for the payment

13. Reservation of Rights — Investigation of Prepetition Liens and Claims. Notwithstanding anything to the contrary in this Final Order: (a) Committee Standing. Any official committee of unsecured creditors (an "Official Committee") appointed in this Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code shall have standing to investigate, challenge, object to, or otherwise contest the validity, extent, prio