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<br />the DIP Documents shall (x) be construed as the affirmative consent by any of the Prepetition
<br />Secured Parties for the use of Cash Collateral other than on the terms set forth in this Final Order
<br />and the Approved Cash Flow Forecast (subject to Permitted Variances) and in the context of the
<br />DIP Financing authorized by this Final Order, (y) be construed as a consent by any Prepetition
<br />Secured Party to the terms of any other financing or any other lien encumbering the Prepetition
<br />Collateral (whether senior, part possu, or junior) or (z) prejudice, limit or otherwise impair the
<br />Tights of any of the Prepetition Secured Parties to seek modification of the grant of Adequate
<br />Protection provided hereby so as to provide new, different or additional adequate protection or
<br />assert the interests of any of the Prepetition Secured Parties, and without prejudice to the right of
<br />the Debtors and any other party in interest's rights to contest such modification.
<br />(i) None of the DIP Secured Parties control the Debtors or their properties or
<br />operations, have authority to determine the manner in which any Debtor's operations are
<br />conducted or are control persons or insiders of the Debtors by virtue of any of the actions taken
<br />with respect to, in connection with, related to or arising from this Final Order or the DIP
<br />Documents;
<br />O The Debtors have prepared and delivered to the DIP Agents and the DIP
<br />Secured Parties a 13-week cash flow forecast (the `Initial Cash Flow Forecast"11), a copy of
<br />which is attached hereto as Exhibit 1. The Initial Cash Flow Forecast reflects the Debtors'
<br />anticipated cash receipts and anticipated disbursements for the calendar week during which the
<br />Petition Dale occurs and through and including the end of the twelfth (12th) calendar week
<br />following such week. The Initial Cash Flow Forecast may be modified, amended and updated
<br />" "Inital Cash Flow For A" n the "Initial Budget" referenced in the DIP Credit Agreement.
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<br />accommodations to be provided to the Debtors by the DIP Lenders in connection with the DIP
<br />Financing. The Borrower is hereby authorized to forthwith borrow money pursuant to the DIP
<br />Credit Agreement, and the Guarantors are hereby authorized to guarantee the Credit Parties' DIP
<br />Obligations with respect to such borrowings, in each case up to an aggregate principal amount
<br />equal to $11.75 million DIP Loans, inclusive of amounts authorized by the Interim Order, and in
<br />each case, together with applicable interest, protective advances, expenses, fees and other
<br />charges payable in connection with the DIP Facility, subject to any limitations on borrowing or
<br />incurrence under the DIP Documents, which shall be used for all purposes permitted under the
<br />DIP Documents and this Final Order, including, without limitation, in accordance with, and
<br />subject to, the Approved Cash Flow Forecast and Permitted Variances: (i) general corporate and
<br />working capital purposes, including the orderly continuation of the operation of their businesses,
<br />(ii) payment of other expenses and payments in accordance with the Interim DIP Order, this
<br />Final DIP Order, and the DIP Documents, and (iii) the payment of fees, costs and expenses of the
<br />DIP Facility.
<br />(b) In furtherance of the foregoing and without further approval of this Court,
<br />each Debtor is authorized and directed to perform all acts, to make, execute and deliver all
<br />instruments and documents (including, without limitation, the execution or recordation of pledge
<br />and security agreements, mortgages, deeds of trust and financing statements), and to pay all fees
<br />that may be reasonably required or necessary for the Credit Parties to implement the terms of,
<br />performance of their obligations under or effectuate the purposes of and transactions
<br />contemplated by this Final Order or the DIP Financing, including, without limitation:
<br />from time to time in accordance with the DIP Credit Agreement, with contemporaneous notice to
<br />the Creditors' Committee, and once approved by the DIP Requisite Lenders," in form and
<br />substance reasonably satisfactory to them, shall supplement and replace the Initial Cash Flow
<br />Forecast (together with each subsequent approved 13-week cash flow forecast, shall constitute
<br />without duplication, an "Approved Cash Flow Forecast"13). The Debtors believe that the Initial
<br />Cash Flow Forecast is reasonable under the facts and circumstances known to them, taken as a
<br />whole, as of the Petition Date. The DIP Agents and the DIP Secured Parties are relying, in part,
<br />upon the Debtors' agreement to comply with the Approved Cash Flow Forecast (subject to
<br />Permitted Variances), the other DIP Documents, and this Final Order in determining to enter into
<br />the postpetition financing arrangements provided for in this Final Order.
<br />(k) For the reasons set forth in the Motion, the declarations filed in support of
<br />the Motion, and the record presented to the Court at the Final Hearing, consummation of the DIP
<br />Financing and the use of Prepetition Collateral (including Cash Collateral), in accordance with
<br />this Final Order and the DIP Documents are therefore in the best interests of the Credit Parties,
<br />their estates and their creditors.
<br />(1) The Motion and this Final Order comply with the requirements of Local
<br />Bankruptcy Rule 4001-2.
<br />9. Authorization of the DIP Financing and the DIP Documents.
<br />(a) Subject to the terms and conditions of this Final Order, the Credit Parties
<br />are hereby authorized to execute, enter into and perform all obligations under the DIP
<br />Documents. The DIP Documents and this Final Order shall govern the financial and credit
<br />" "DIP Requisite Lenders" means "Required Lenders" as defined in the DIP Credit Agreement
<br />"Approved Cash Flow Forecast" is the "Approved Budget" referenced in the DIP Credit Agreement.
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<br />(i) the execution and delivery of, and performance under, each of the
<br />DIP Documents;
<br />(ii) the execution and delivery of, and performance under, one or more
<br />amendments, waivers, consents or other modifications to and under the DIP Documents,
<br />in each case, in such form as the Credit Parties and the DIP Administrative Agent, acting
<br />at the direction of the DIP Requisite Lenders pursuant to the terms of the DIP
<br />Documents, may agree, it being understood that no further approval of the Court shall be
<br />required for non -material authorizations, amendments, waivers, consents or other
<br />modifications to and under the DIP Documents (and any fees and other expenses
<br />(including any attorneys', accountants', appraisers', consultants' and financial advisors'
<br />fees, to the extent provided in, and in accordance with, the DIP Documents and subject to
<br />the Approved Cash Flow Forecast (including Permitted Variances)), amounts, charges,
<br />costs, indemnities and other obligations paid in connection therewith) that do not shorten
<br />the maturity of the extensions of credit thereunder or increase the aggregate commitments
<br />or the rate of interest payable thereunder; providedfor the avoidance of doubt, updates
<br />and supplements to the Approved Cash Flow Forecast required to be delivered by the
<br />Credit Parties under the DIP Documents shall not be considered amendments or
<br />modifications to the Approved Cash Flow Forecast or the DIP Documents; provided
<br />further that a copy (which may be provided through electronic mail or facsimile) of the
<br />amendment, modification, or supplement is provided to the U.S. Trustee and the
<br />Creditors' Committee;
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