Extract to table

"Adequate Protection Liens" means the replacement liens granted to the Pre-Petition Secured Parties on the DIP Collateral pursuant to the DIP Orders, which liens shall at all times be junior and subordinate to (a) the DIP Liens and (b) the Carve-Out, all as more fully set forth in Section 2

For purposes of the financial covenants set forth in Article VII, EBITDA shall be calculated on a rolling four (4)-week basis

"Final Order" means a final order of the Bankruptcy Court, in form and substance acceptable to the Required Lenders in their reasonable discretion, approving the DIP Facility on a final basis pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code and Bankruptcy Rule 4001, the target entry date for which is June 19, 2025 (being thirty-five (35) days following the Petition Date), which order shall have been entered on at least fourteen (14) days' notice to all required parties and as to which no stay is in effect

"Material Adverse Change" or "Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect on, the business, operations, properties, assets, liabilities, or financial condition of the Borrower, (b) a material impairment of the ability of the Borrower to perform any of its obligations under any Loan Document, or (c) a material adverse effect on the validity or enforceability of any Loan Document, on the rights, remedies, and benefits available to the Administrative Agent, the Collateral Agent, or any Lender thereunder, or on the priority or perfection of the DIP Liens; provided, that the filing of the Bankruptcy Case, the commencement of proceedings related thereto, and events of default under the Pre-Petition Debt Documents that occurred prior to the Petition Date and have been disclosed in the Loan Documents shall not, in and of themselves, constitute a Material Adverse Change

"Minimum Liquidity" means, at any time, the sum of (a) unrestricted cash and cash equivalents of the Borrower plus (b) the Availability, which sum shall not be less than $15,000,000, tested at all times, as more fully set forth in Section 7

In no event shall SOFR, for purposes of calculating the Applicable Rate, be deemed to be less than the SOFR Floor