2021-03-09_GENERAL DOCUMENTS - C1980004 (7)

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sem a M ii a :MkUM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - obligations thereunder and all such other and further acts as may be necessary, appropriate, or desirable in connection with the DIP Documents; (iv) authorization for the Credit Parties (a) upon entry of the Interim Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens and Providing Superpriority Administrative Expense Status, (III Granting Adequate Protection to the Prepetition Secured Parties, (IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief [Docket No. 61 ] (the "Interim Order"), to incur on the Closing Date (as defined in the DIP Credit Agreement) DIP Loans in an aggregate principal amount of up to $3.5 million (the "Initial DIP Loans") and (b) upon entry of this order (the "Final Order"), to incur DIP Loans in an aggregate principal amount of up to $8.25 million (the "Delayed Draw DIP Loans"), for a total aggregate principal amount of up to $11.75 million; (v) authorization for the Debtors to use proceeds of the DIP Loans to pay fees and expenses in connection with the transactions contemplated by the DIP Credit Agreement and to fund working capital of the DIP Borrowers in accordance with the terms of the DIP Documents and Approved Cash Flow Forecast (as defined below) and general corporate purposes; (vi) subject to the restrictions set forth in the DIP Documents and this Final Order, authorization for the Credit Parties to continue to use Cash Collateral (as defined below) and all other Prepetition Collateral (as defined below) in which any of the Prepetition Secured Parties (as defined below) has an interest, and to grant adequate protection to the Prepetition Secured Parties with respect to, inter alia, such use of Cash Collateral and other Prepetition Collateral; (vii) authorization for the Credit Parties to pay, on a final and irrevocable basis, the principal, interest, fees, expenses and other amounts payable under the DIP Documents as such become earned, due and payable, including, but not limited to, origination fees, exit fees, prepayment fees, agency fees, audit fees, appraisal fees, valuation fees, administrative agents' fees, collateral agents' fees, the reasonable fees and disbursements of the DIP Agents' and DIP Lenders' attorneys, advisors, accountants, appraisers, bankers, and other consultants, all to the extent provided in, and in accordance with, the DIP Documents and subject to the Approved Cash Flow Forecast (including Permitted Variances6); (viii) approval of certain stipulations by the Debtors with respect to the Prepetition Credit Documents (as defined below) and the liens and security interests arising therefrom; 6 "Permitted Variances" has the meaning set forth in the DIP Credit Agreement and also includes any variances approved by the DIP Secured Parties. 3 NY 78179867 4844-7341-8439.2 NY 78179867