Extract to table

All obligations arising under or in connection with the DIP Credit Agreement, this Final Order, and all related documents (collectively, the "DIP Obligations") shall be valid, binding, and enforceable against the Debtor in accordance with their terms and shall not be subject to any defense, counterclaim, offset, or recoupment of any kind

Pursuant to section 364(d)(1) of the Bankruptcy Code, first-priority priming liens on all Prepetition Collateral, which DIP Liens shall prime and be senior to the Prepetition First Liens and the Prepetition Second Liens

Pursuant to section 364(c)(3) of the Bankruptcy Code, junior liens on all assets of the Debtor and the Debtor's estate that are subject to valid, perfected, and non-avoidable liens in existence as of the Petition Date (other than the Prepetition First Liens and Prepetition Second Liens, which are primed by the DIP Liens pursuant to subparagraph (a) above), which junior liens shall be junior only to such existing valid, perfected, and non-avoidable liens and the Carve-Out

If the DIP Agent, in its sole discretion, elects to file or record any financing statements, mortgages, notices, or other instruments with respect to any of the DIP Liens, the Debtor and all applicable governmental units are directed to accept and record any such documents, and all filing fees and recording fees in connection therewith shall be waived

The DIP Superpriority Claims shall be subject only to the Carve-Out

The Debtor shall not use DIP proceeds or Cash Collateral for any purpose not authorized by the DIP Budget, this Final Order, or the DIP Credit Agreement