ASP Unifrax Holdings - Chapter 11 DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• ASP Unifrax Holdings, Inc., as DIP Borrower
• Each of the Debtors, other than the DIP Borrower and Lydall Netherlands B.V., as Debtor DIP Guarantors, on a joint and several basis
• The Debtors are authorized and directed to use reasonable best efforts to cause the DIP Guarantors that are not Debtors (the "Non-Debtor Subsidiary Guarantors") to guarantee the DIP Instruments and the other DIP obligations on a joint and several basis
• The Debtor DIP Guarantors are separately authorized and directed to use reasonable best efforts to cause Lydall Netherlands B.V. to enter into the UK Supplemental Share Charge

Agent / Lender(s)

• Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent (also Prepetition First Lien Loan Collateral Agent and Prepetition First Lien Note Collateral Agent)
• The lenders from time to time party thereto, as DIP Lenders, including an ad hoc group of certain Prepetition Secured Parties that are DIP Lenders, advised by Davis Polk & Wardwell LLP, Haynes and Boone, LLP, each other local or special counsel retained thereby, and PJT Partners L.P. (the "Specified Ad Hoc Group Advisors")
• Prepetition agents referenced throughout: JPMorgan Chase Bank, N.A., as Prepetition First Lien Administrative Agent; Wilmington Trust, National Association, as Prepetition First Lien Notes Trustee, Prepetition Second Lien Trustee and Collateral Agent, Prepetition Third Lien Trustee and Collateral Agent, and Prepetition Unsecured Notes Trustee

DIP Commitments

• $630 million superpriority senior secured and priming term loan and note facility comprised of:
  • $315 million of new money term loans and notes
    • $265 million of initial term loans and notes (the "Initial Instruments")
    • $50 million of delayed draw term loans and notes (the "Delayed Draw Instruments")
  • $315 million of roll-up term loans and notes (the "Roll-Up DIP Instruments"), consisting of $265 million rolled up upon entry of the interim order, the funding of the Initial Instruments and the occurrence of the Interim Roll-Up Date (the "Initial Rolled-Up Instruments"), and $50 million rolled up upon entry of the final order, the funding of the Delayed Draw Instruments and the occurrence of the Final Roll-Up Date (the "Final Rolled-Up DIP Instruments")
• Upon entry of the interim order and the occurrence of the Interim Roll-Up Date, $315 million of Prepetition First Lien Obligations of Prepetition First Lien Creditors that are or will become DIP Lenders were automatically deemed substituted and exchanged, on a cashless, dollar-for-dollar basis, for $315 million of Contingent Rolled-Up Term Loans and Contingent Rolled-Up Notes. The Contingent Rolled-Up Instruments are in turn substituted and exchanged on a cashless, dollar-for-dollar basis for Roll-Up DIP Instruments, and an equivalent amount of Contingent Rolled-Up Instruments is deemed cancelled upon the deemed borrowing of the Roll-Up DIP Instruments
• Until such time (if ever) as they become Roll-Up DIP Instruments, the Contingent Rolled-Up Instruments:
  • Have identical substantive rights to, and recover on a pro rata and pari passu basis with, the Prepetition First Lien Term Loan Obligations and Prepetition First Lien Note Obligations, as applicable
  • Are deemed to be Prepetition First Lien Term Loans or Prepetition First Lien Notes solely for purposes of determining whether any Required Lender or Required Notes Holder threshold is met and directing the respective Prepetition First Lien Agents
  • Are classified with, and receive the same voting rights and distributions as, the Prepetition First Lien Term Loan Obligations and Prepetition First Lien Note Obligations under any chapter 11 plan
  • Do not accrue interest or fees under the DIP credit agreement
  • Do not constitute postpetition obligations and are not entitled to any DIP liens or DIP superpriority claims
• The claims and liens in respect of both the Contingent Rolled-Up Instruments and the Roll-Up DIP Instruments are subject and subordinate to the carve out in all respects
• The court finds that the DIP secured parties would not be willing to provide the DIP facility or extend credit, and the prepetition secured parties would not consent to the use of their cash collateral or the subordination of their liens to the DIP liens, without the roll-up of certain Prepetition First Lien Obligations, and that the exchange and substitution reflects a prudent exercise of the debtors' business judgment consistent with their fiduciary duties
• Prepetition capital structure as of the petition date (July 26, 2026):
  • Prepetition First Lien Revolving Loan Obligations: not less than $186 million, indefeasibly paid in full in cash on July 29, 2026 pursuant to the interim order
  • Prepetition First Lien Term Loan Obligations: not less than $1.67 billion
  • Prepetition First Lien Note Obligations: not less than $397 million
  • Prepetition Second Lien Obligations: not less than $945 million
  • Prepetition Third Lien Obligations: not less than $102 million
  • Prepetition Unsecured Note Obligations: not less than $24 million

Cash Collateral

• All of the debtors' cash wherever located and held, including cash in deposit accounts, that constitutes or will constitute "cash collateral" of any of the prepetition secured parties and DIP secured parties within the meaning of section 363(a) of the Bankruptcy Code
• Certain prepetition rents, income, offspring, products, proceeds and profits, in existence as of the petition date or thereafter created or arising, including balances of funds in the DIP credit parties' prepetition and postpetition operating bank accounts, also constitute cash collateral
• The debtors are authorized to use cash collateral in accordance with the DIP documents and the approved budget, including for payment of the adequate protection fees and expenses; absent the terms and conditions of the final order, the debtors are enjoined and prohibited from using cash collateral without further order of the court
• The DIP credit parties may not sell, transfer, lease, encumber or otherwise dispose of any portion of the DIP collateral, except as provided in the DIP documents or otherwise permitted by court order

Interest Rate

• The final order does not fix a rate; interest accrues and is paid as set forth in the DIP credit agreement
• Upon an event of default under the DIP credit agreement or a violation of the terms of the orders, interest, including default interest where applicable, accrues and is paid as set forth in the DIP credit agreement

Fees

• The debtors are authorized to pay all fees, unused facility fees, amendment fees, prepayment premiums, early termination fees, servicing fees, audit fees, liquidator fees, structuring fees, administrative agent's, collateral agent's or security trustee's fees, upfront fees, closing fees, commitment fees, exit fees, closing date fees, backstop fees, original issue discount fees, prepayment fees and agency fees, together with indemnities and professional fees, as provided in the DIP credit agreement, the other DIP documents or any separate letter agreements with the debtors, in each case on a non-refundable basis, whether arising before, on or after the petition date and whether or not the transactions are consummated; once paid, such fees are not subject to contest, avoidance, disallowance, recharacterization, subordination or offset
• The DIP fees and expenses include the fees and expenses of professionals retained by or on behalf of:
  • The DIP Agent, including Seward & Kissel LLP and one local counsel
  • The ad hoc group of certain prepetition secured parties that are DIP lenders, advised by Davis Polk & Wardwell LLP, Haynes and Boone, LLP, each other local or special counsel retained thereby, and PJT Partners L.P.
• No retention motions or fee applications are required, and payment of the DIP fees and expenses and adequate protection fees and expenses is not subject to allowance or review by the court, subject to the following invoice review procedures:
  • Professionals for the DIP Agent, the Specified Ad Hoc Group Advisors, the Prepetition First Lien Agents, the Prepetition Second Lien Trustee and the Prepetition Second Lien Collateral Agent need not comply with the U.S. Trustee fee guidelines, but for fees sought after the petition date and prior to confirmation of a chapter 11 plan must provide summary copies of their invoices to the DIP credit parties, the U.S. Trustee and counsel to any statutory committee (the "Review Parties"); such invoices need not contain time entries and may be redacted or summarized to protect privileged, work product or other confidential information, without waiver
  • Objections must be in writing, state the grounds with particularity, and be submitted to the applicable professional within 10 calendar days of receipt of the invoices (the "Review Period"); absent a written objection by 12:00 p.m. prevailing Central Time on the end date of the Review Period, invoices are payable within five business days
  • If an objection is received, the undisputed amount is payable within five business days of the end of the Review Period, with the court retaining jurisdiction over the disputed portion
  • DIP fees and expenses and adequate protection fees and expenses incurred on or prior to the closing date of the DIP financing were payable on such date without prior delivery of invoices to the Review Parties (other than the DIP credit parties)
• All fees, costs and expenses paid prepetition to the DIP Agent, the Prepetition Agents, the Prepetition First Lien Secured Parties, the Prepetition Second Lien Secured Parties or the Specified Ad Hoc Group Advisors in connection with the DIP facility or the chapter 11 cases are approved in full and are not subject to recharacterization, avoidance, subordination or disgorgement
• The debtors are also required to pay in cash all fees due to any Issuing Bank in respect of the Prepetition RCF Letters of Credit as they come due; the Issuing Banks may apply the Letter of Credit Cash Collateral to any such fees that are not otherwise paid

Maturity

• On the maturity date, the DIP borrower must pay in cash the then unpaid and outstanding amount of the DIP obligations, except as expressly set forth in the DIP documents with respect to any exit term loan facility, equity election or cashless funding for the equity rights offering or similar mechanism pertaining to exit financing
• Upon the occurrence and during the continuance of an event of default, and without the need for relief from the automatic stay:
  • The DIP secured parties may deliver an enforcement notice providing at least five days' advance written notice (the "Notice Period")
  • The DIP secured parties have no further obligation to make loans, advances or other extensions of credit
  • All amounts outstanding under the DIP documents may, at the DIP agent's option, be accelerated and become immediately due and payable
  • The DIP agent may immediately terminate the debtors' and other DIP credit parties' right to use cash collateral without further application or order — and, where the event of default occurs before the DIP facility funds or after the DIP obligations are indefeasibly paid in full and the DIP commitments terminated, the Prepetition First Lien Agent may do so at the direction of the applicable required parties — provided that during the Notice Period the debtors may use cash collateral to pay budgeted expenses necessary to avoid immediate and irreparable harm to the estates
  • The DIP agent may charge the default rate of interest
• Following an event of default and delivery of an enforcement notice, the DIP agent must file a stay relief motion on not less than five business days' notice before exercising remedies against the DIP collateral, including foreclosure, occupation of the debtors' premises or disposition of the collateral

Carve Out

• The carve out consists of:
  • Statutory fees payable to the Clerk of the Court and the U.S. Trustee under 28 U.S.C. § 1930(a), plus statutory interest, and all fees and expenses for services provided under 28 U.S.C. § 156(c)
  • Chapter 7 Trustee Fee: up to $100,000 for a trustee under section 726(b)
  • Allowed and unpaid professional fees of debtor and committee professionals incurred at any time before or on the first business day following delivery of a carve out trigger notice, excluding any restructuring, sale, success, capital raising or other transaction fee of any investment banker or financial advisor (monthly fees are included)
  • Post-Carve Out Trigger Notice Cap: $4 million of allowed professional fees incurred after the first business day following delivery of a carve out trigger notice
• A "carve out trigger notice" is a written notice delivered by email or other electronic means by the DIP Agent, acting at the direction of the Required DIP Creditors (or, after the DIP obligations are indefeasibly paid in full and the commitments terminated, by the Prepetition First Lien Administrative Agent), to the debtors, their lead restructuring counsel, lead counsel to the DIP lenders, the Prepetition Secured Agents, the U.S. Trustee and counsel to any Creditors' Committee, stating that the Post-Carve Out Trigger Notice Cap has been invoked; it may be delivered only following the occurrence and during the continuation of an event of default and acceleration of the DIP obligations or termination of the debtors' right to use cash collateral. The date of delivery is the "termination declaration date"
• The carve out is senior to all liens and claims securing the DIP obligations, the adequate protection liens, the prepetition secured obligations, the DIP superpriority claims and all other forms of adequate protection, liens or claims
• Reserve mechanics:
  • Commencing with the week ended July 31, 2026 and on or before the fourth business day of each week thereafter, the debtors must fund a segregated Funded Reserve Account held in trust equal to the sum of (a) the greater of estimated fees and expenses reflected in the weekly statements or budgeted unpaid allowed professional fees for such week, (b) the Post-Carve Out Trigger Notice Cap, and (c) budgeted allowed professional fees for the week following the most recent calculation date
  • Each professional person must deliver a weekly statement of estimated fees and expenses by 7:00 p.m. (New York time) on the third business day of each week, and a final statement within one business day of the termination declaration date; failure to deliver a weekly statement within three calendar days of its due date limits recovery from the Pre-Carve Out Trigger Notice Reserve to budgeted amounts for the relevant period
  • On the termination declaration date, the debtors must fund the Pre-Carve Out Trigger Notice Reserve for then unpaid allowed professional fees and, thereafter, the Post-Carve Out Trigger Notice Reserve in the amount of the Post-Carve Out Trigger Notice Cap
  • Following delivery of a carve out trigger notice, the DIP agent and the prepetition secured parties may not sweep or foreclose on cash until the carve out reserves are fully funded, but hold a first lien and automatically perfected security interest in any residual interest in the carve out reserves
  • Excess funds in either carve out reserve are used to fund the other reserve before any payment to the DIP agent or the prepetition secured parties
• Payments of allowed professional fees made prior to the termination declaration date do not reduce the carve out; payments made on or after that date permanently reduce the carve out on a dollar-for-dollar basis
• Draws on the DIP facility to fund the Funded Reserve Account increase the DIP obligations; disbursements from the carve out reserves do not constitute DIP instruments or increase or reduce the DIP obligations
• None of the DIP agent, the DIP lenders or the prepetition secured parties are responsible for payment of any professional person's fees, and neither the budget nor the carve out caps the allowed professional fees payable by the debtors
• All payments of allowed professional fees incurred prior to the termination declaration date are made first from the Funded Reserve Account. Funds in the Pre-Carve Out Trigger Notice Reserve are applied first to the statutory fees, chapter 7 trustee fees and pre-trigger allowed professional fees, and funds in the Post-Carve Out Trigger Notice Reserve to the post-trigger allowed professional fees; residual amounts in either reserve are paid to the DIP Agent until the DIP obligations are indefeasibly paid in full and the commitments terminated, and thereafter to the prepetition secured parties in accordance with their petition date rights and priorities
• If no carve out trigger notice is delivered prior to repayment and discharge of all DIP obligations, amounts remaining in the Funded Reserve Account revert to the reorganized debtors upon approval of final fee applications and payment of all unpaid allowed professional fees; if a chapter 11 plan contemplates a professional fee reserve, that reserve is funded first from amounts held in the Funded Reserve Account

Use of Proceeds

• Effectuate the Prepetition RCF Repayment
• Fund the administration of the chapter 11 cases and ongoing business operations
• Leave trade creditors unimpaired and pave the way for the debtors' emergence as a go-forward business
• Pursue the value-maximizing restructuring transactions contemplated under the RSA, including distributions under the plan contemplated thereby
• Prepetition RCF Repayment: upon entry of the interim order and following the funding of the Initial Instruments, the debtors used DIP proceeds to indefeasibly pay in full in cash the Prepetition First Lien Revolving Loan Obligations in the amount of approximately $188 million, reflecting the not less than $186 million of principal outstanding as of the petition date plus accrued interest and other amounts, and to cash collateralize the Prepetition RCF Letters of Credit at 103% of face value, in an amount of approximately $8.4 million
  • Upon consummation, the revolving commitments were reduced to $0 and terminated, and the Prepetition First Lien Revolving Lenders ceased to be Prepetition First Lien Lenders or Prepetition First Lien Secured Parties, other than with respect to surviving obligations
  • JPMorgan Chase Bank, N.A. is deemed a DIP secured party for purposes of providing cash management and cash concentration services, and related obligations constitute DIP obligations
  • The Issuing Banks hold senior first priority liens on the Letter of Credit Cash Collateral and may debit it upon any draw without further notice or approval; the DIP liens do not attach to the Letter of Credit Cash Collateral but attach to the debtors' residual interest therein. Where a Prepetition RCF Letter of Credit is cancelled or returned undrawn, the Issuing Bank must return any unapplied excess to the debtors no later than 10 business days thereafter, at which point its liens are automatically released and the DIP liens automatically attach. The Issuing Banks may also deliver notices of non-renewal
  • The court finds the Prepetition RCF Repayment necessary and beneficial to the debtors and their estates, and that under the Prepetition First Lien Pari Passu Intercreditor Agreement, DIP financing secured by liens pari passu with or senior to the liens securing the Prepetition First Lien Revolving Loan Obligations required those obligations either to be rolled up into the DIP financing pari passu with the other DIP obligations and senior in payment priority — thereby maintaining their existing payment priority and obtaining administrative status — or repaid in full in cash upon interim funding
• Proceeds of the DIP instruments, DIP collateral, prepetition collateral (including cash collateral) and the carve out may not be used to investigate, initiate or prosecute claims against the DIP secured parties or the prepetition secured parties, to challenge the DIP or prepetition obligations or liens, to hinder enforcement or realization on the collateral, to seek modification of the rights and remedies granted to such parties, to seek liens or superpriority claims senior to or pari passu with the DIP liens or claims, or to pay prepetition claims other than as authorized. This limitation does not restrict the debtors' right to use DIP collateral to contest whether an event of default has occurred

Credit Bid

• The DIP Agent, acting directly or through one or more acquisition vehicles and at the direction of the Required DIP Creditors, may credit bid up to the full amount of the DIP obligations in any sale of the DIP collateral
• Each Prepetition First Lien Agent, acting directly or through one or more acquisition vehicles and at the direction of the applicable required parties, may credit bid up to the full amount of the applicable Prepetition First Lien Obligations (including any adequate protection obligations) in any sale of the prepetition collateral, provided that the DIP obligations are indefeasibly repaid in full in cash and the DIP commitments terminated
• Such credit bids may be made without further court order, whether effectuated under sections 363(k), 1123 or 1129(b) of the Bankruptcy Code, by a chapter 7 trustee under section 725, or otherwise, unless the court for cause orders otherwise

Avoidance Actions

• The DIP liens and DIP superpriority claims exclude avoidance actions under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code and any other avoidance actions, but extend to any proceeds or property recovered, unencumbered or otherwise, from avoidance actions ("Avoidance Proceeds")
• Unencumbered property subject to the first priority section 364(c)(2) liens excludes avoidance actions but includes Avoidance Proceeds

Challenge Period and Budget

• The debtors' stipulations, admissions, agreements and releases, together with the Prepetition RCF Repayment and the Roll-Up DIP Instruments, are binding on all creditors and parties in interest unless an adversary proceeding or contested matter is timely filed by a party with requisite standing (obtained pursuant to a court order entered before the challenge period expires) no later than the earlier of:
  • Entry of an order confirming a plan of reorganization; and
  • The later of (a) the applicable deadline below and (b) any later date agreed to by the DIP Agent (at the direction of the Required DIP Creditors) and the Prepetition Agents (acting at the direction of the Required Lenders or Required Notes Holders), or ordered by the court for cause on a motion filed and served within the applicable period:
    • As to a Creditors' Committee only, 60 calendar days after its appointment, if appointed within 30 days of the petition date and in any event not more than 90 days after the petition date
    • For a chapter 7 or chapter 11 trustee appointed or elected prior to the end of the challenge period, the later of 75 calendar days after entry of the interim order and 30 calendar days after its appointment
    • As to all other parties in interest, 75 calendar days after entry of the interim order
• Challenge pleadings must set forth the basis for the challenge with specificity; grounds not specified before the challenge period expires are deemed forever waived, released and barred, including through later amendment. If no challenge is timely filed or the court does not rule for the plaintiff, the stipulations bind all parties in interest, the prepetition obligations constitute allowed claims not subject to defense, avoidance, setoff, recharacterization, subordination (other than under the Intercreditor Agreements) or disallowance, and the prepetition liens are deemed valid, binding and perfected as of the petition date. A timely challenge preserves rights only as to the filing party and only to the extent successful under a final, non-appealable order. Nothing in the orders confers standing on any committee or other entity to pursue estate claims
• As of the date of the final order, the U.S. Trustee had not appointed a Creditors' Committee
• A Creditors' Committee, if appointed, may use up to $25,000 of DIP proceeds or collateral (including cash collateral) to investigate — but not to prosecute or initiate the prosecution of — the claims and liens of, and potential claims against, the prepetition secured parties, or such other amount as agreed by the DIP Agent and the Prepetition First Lien Agents
• The Initial DIP Budget, attached as Schedule 1 to the interim order and Exhibit G to the DIP credit agreement, reflects the debtors' anticipated sources and uses of cash receipts, net cash flows, liquidity and anticipated disbursements on a weekly basis, and is in form and substance satisfactory to the Required DIP Creditors
• The Initial DIP Budget, and thereafter the most recent Updated Budget accepted or deemed accepted by the Required DIP Creditors, constitutes the approved budget; if an Updated Budget is not approved, the approved budget then in effect remains in effect until a new approved budget is approved
• The debtors may enter into consensual non-material modifications to the approved budget or the DIP documents, and modifications conforming the DIP documents to the final order, without further court order. More broadly, no further court approval is required for any authorization, amendment, waiver, consent or other modification to the DIP documents that does not shorten the maturity of the extensions of credit, increase the aggregate commitments or increase the rate of interest payable; updates, modifications and supplements to the approved budget likewise require no further court approval

Securities and Priorities

• The DIP obligations constitute allowed superpriority administrative expense claims against the DIP credit parties on a joint and several basis, with priority over all other claims other than the carve out, payable from and with recourse to all prepetition and postpetition property of the DIP credit parties and all proceeds thereof (excluding avoidance actions but including Avoidance Proceeds)
• The DIP Agent, for itself and the other DIP secured parties, is granted automatically perfected liens on all DIP collateral, excluding Excluded Property, subject and junior to the carve out, with the following priorities:
  • First priority senior liens under section 364(c)(2) on all unencumbered property, subject and subordinate only to the carve out
  • First priority senior priming liens under section 364(d)(1) on all prepetition collateral, senior in all respects to the prepetition liens and subordinate to the carve out and permitted prior liens; the prepetition liens are primed by and made subject and subordinate to the DIP priming liens
  • Junior liens under section 364(c)(3) on all other property, junior and subordinate to the carve out and immediately junior to any permitted prior liens, and senior in all respects to the adequate protection liens
• The DIP liens are not subject or subordinate to, or pari passu with, any lien avoided and preserved under section 551, any liens arising after the petition date (including in favor of any governmental unit), any intercompany or affiliate liens, or any lien granted after the date of the final order under sections 361, 363 or 364
• The DIP liens and adequate protection liens are automatically perfected without any filing or recordation; the final order constitutes sufficient and conclusive evidence of their priority, perfection and validity effective as of the petition date, and the adequate protection liens are not subject to sections 506(c), 510, 549 or 550
• The Intercreditor Agreements remain in full force and effect and continue to govern the relative priorities, rights and remedies of the prepetition secured parties, including as to replacement liens, administrative expense claims and superpriority claims granted under the orders, and are not deemed amended or modified by the orders or the DIP documents; the debtors may, however, amend, restate, supplement or otherwise alter the Intercreditor Agreements in accordance with their terms following entry of the final order without further court approval
• Statutory ad valorem property tax liens held by Dallas County, Irving Independent School District and Harris County retain their pre- and postpetition lien priority under applicable nonbankruptcy law and are not primed by or subordinated to any liens or administrative claims granted under the final order, to the extent valid, senior, perfected and unavoidable, with all parties' objection rights preserved

Protection of DIP Secured Parties' Rights

• So long as DIP obligations or DIP commitments remain outstanding, the prepetition secured parties may not foreclose upon or recover in connection with their prepetition or adequate protection liens or otherwise exercise remedies against the DIP collateral
• The prepetition secured parties are deemed to consent to any transfer, disposition, sale or lien release authorized under the DIP documents (but not to the proceeds remaining after the DIP obligations are paid in cash in full and the DIP commitments terminated), and may not make further perfection filings except as required to continue or complete existing perfection
• Any prepetition secured party holding possession or control of, or noted as secured party on a certificate of title for, prepetition or DIP collateral is deemed to hold it as gratuitous bailee and agent for perfection for the DIP secured parties and must follow the DIP agent's instructions
• Prepetition collateral or proceeds received by any prepetition secured party, including through setoff, must be segregated, held in trust and paid over to the DIP agent; more broadly, any person receiving DIP collateral or its proceeds before the DIP obligations are indefeasibly paid in full holds them in trust for the DIP secured parties and must immediately turn them over
• If any prepetition agent is a loss payee under the debtors' insurance policies, the DIP agent is also deemed loss payee and distributes recoveries first to payment in full of the DIP obligations and then to the prepetition secured agents per petition date priorities
• The automatic stay is modified as necessary to permit the debtors, their affiliates, the DIP secured parties and the prepetition secured parties to implement the orders and the DIP documents, to deliver enforcement and termination notices, to take perfection actions and record the orders, to make the payments authorized under the fee provisions, and to permit non-debtor affiliates to take implementing actions
• No rights or remedies of the DIP secured parties are impaired by any actual or purported withdrawal or termination of consent to the debtors' use of cash collateral or by the terms of any other cash collateral order or stipulation

Good Faith; Survival

• The DIP documents, the adequate protection and the use of prepetition collateral were negotiated in good faith and at arm's length; all DIP instruments, guarantees and DIP obligations are deemed extended in good faith within the meaning of section 364(e), and the DIP secured parties and the prepetition secured parties (and their successors and assigns) are entitled to the full protection of sections 364(e) and 363(m) if the orders are vacated, reversed or modified on appeal or otherwise. Obligations incurred before actual written notice of any such reversal remain governed by the original terms of the final order
• The DIP superpriority claims, 507(b) claims, DIP liens, adequate protection liens and other adequate protection obligations survive, retain their priorities and remain binding and enforceable notwithstanding dismissal of the chapter 11 cases, conversion to chapter 7, termination of joint administration, approval of a section 363 sale, or confirmation of a chapter 11 plan, and continue in any successor cases until the DIP obligations are indefeasibly paid in full in cash and the DIP commitments terminated; the court retains jurisdiction to enforce them notwithstanding dismissal
• Pursuant to section 1141(d)(4), the DIP credit parties waived any discharge as to remaining DIP obligations or adequate protection obligations
• Other than the carve out and claims and liens expressly granted or permitted by the final order, no claim or lien senior to or pari passu with those granted to the DIP secured parties or the prepetition secured parties is permitted while the DIP obligations or adequate protection obligations remain outstanding
• The final order governs in the event of any inconsistency with the interim order, the DIP documents, the prepetition credit documents or any other order of the court, and creates no rights for any third party, creditor, equity holder or incidental beneficiary

Proofs of Claim

• The prepetition secured parties, the Prepetition Unsecured Notes Trustee and the DIP secured parties need not file proofs of claim; the statements of claim in the orders, together with the evidence submitted with the DIP motion and at the hearings, are deemed to constitute proofs of claim as to the debt, secured status and priority
• No bar date order applies to the prepetition secured parties with respect to the prepetition obligations or the adequate protection obligations
• Each Prepetition Agent may, but is not required to, file a single master proof of claim in the lead case on behalf of itself and its respective prepetition secured parties; each such party is then treated as having filed a separate proof of claim in each case. Master proofs of claim need not identify claim transfers, attach underlying documents or be amended for changes in holders, and do not affect any party's right to vote separately on a plan
• Before seeking confirmation, the debtors must verify outstanding amounts with each Prepetition Agent for purposes of calculating pro rata plan distributions; no holder is prejudiced under the plan by a Prepetition Agent's failure to file a proof of claim

Adequate Protection

• The prepetition secured parties are entitled to adequate protection for the aggregate diminution in the value of their interests in the prepetition collateral (including cash collateral) from and after the petition date, including diminution resulting from the debtors' sale, lease or use of the prepetition collateral, the priming of the prepetition liens by the DIP liens, payment of amounts under the carve out, and the imposition of the automatic stay

Prepetition First Lien Secured Parties

• Prepetition RCF Adequate Protection: the debtors paid the Prepetition First Lien Revolving Lenders interest accrued at the non-default rate on the Prepetition First Lien Revolving Loan Obligations through the date of the Prepetition RCF Repayment, which occurred on the closing date
• Valid, perfected replacement liens on all DIP collateral (excluding avoidance actions but including Avoidance Proceeds), senior to all other liens on the DIP collateral and subordinate to the carve out, permitted prior liens and the DIP liens
• Allowed section 507(b) superpriority administrative expense claims against each debtor on a joint and several basis, payable from and with recourse to all DIP collateral and proceeds thereof (excluding avoidance actions but including Avoidance Proceeds), subject and subordinate to the carve out and the DIP superpriority claims

Prepetition Second Lien Secured Parties

• Valid, perfected replacement liens on all DIP collateral (excluding avoidance actions but including Avoidance Proceeds), senior to all other liens on the DIP collateral and subordinate to the carve out, permitted prior liens, the DIP liens, the Prepetition First Lien Adequate Protection Liens and the Prepetition 1L Liens
• Allowed section 507(b) superpriority administrative expense claims against each debtor on a joint and several basis, subject and subordinate to the DIP superpriority claims, the carve out and the Prepetition First Lien 507(b) Claims
• Under the Prepetition 1L/2L/3L Intercreditor Agreement, the Prepetition Second Lien Secured Parties may not retain any distributions, proceeds or recoveries from such liens or claims until the Prepetition First Lien Obligations are indefeasibly paid in full

Prepetition Third Lien Secured Parties

• Valid, perfected replacement liens on all DIP collateral (excluding avoidance actions but including Avoidance Proceeds), senior to all other liens on the DIP collateral and subordinate only to permitted prior liens, the carve out, the DIP liens, the Prepetition First Lien Adequate Protection Liens, the Prepetition 1L Liens, the Prepetition Second Lien Adequate Protection Liens and the Prepetition 2L Liens
• Allowed section 507(b) superpriority administrative expense claims against each debtor on a joint and several basis, subject and subordinate to the DIP superpriority claims, the carve out, the Prepetition First Lien 507(b) Claims and the Prepetition Second Lien 507(b) Claims
• Under the Prepetition 1L/2L/3L Intercreditor Agreement, the Prepetition Third Lien Secured Parties may not retain any distributions, proceeds or recoveries from such liens or claims until the Prepetition First Lien Obligations and Prepetition Second Lien Obligations are indefeasibly paid in full

Additional Adequate Protection

• Payment in cash of all reasonable and documented prepetition and postpetition fees and expenses of the DIP Lenders and their advisors, and of the Prepetition First Lien Agents, the Prepetition Second Lien Trustee and the Prepetition Second Lien Collateral Agent and their advisors, subject to the invoice review procedures
• Financial reporting: the DIP credit parties must promptly provide the Prepetition First Lien Administrative Agent, the Prepetition First Lien Notes Trustee and the Prepetition Second Lien Trustee with all written financial and periodic reporting required to be provided to the DIP secured parties, for distribution to the applicable prepetition secured parties and their counsel, subject to applicable confidentiality restrictions in the prepetition credit documents, including with respect to any private-side lender database, which continues following indefeasible payment in full of the DIP obligations
• Budget and financial covenants: upon indefeasible payment in full of the DIP obligations and termination of the DIP commitments, the approved budget continues to be updated in accordance with the DIP credit agreement (the "Adequate Protection Budget Requirement"), and the Prepetition First Lien Creditors and Prepetition Second Lien Noteholders are entitled to performance of the financial and other covenants set forth in sections 5 and 6 of the DIP credit agreement (the "Adequate Protection Covenants"); thereafter, the Required Lenders under the Prepetition First Lien Pari Passu Intercreditor Agreement constitute the Required DIP Creditors for purposes of any amendment, extension, waiver or other modification of those requirements
• Maintenance and insurance of the prepetition collateral and DIP collateral as required under the prepetition credit documents and the DIP documents
• The prepetition secured parties may request further or different adequate protection, and the DIP credit parties and any other party in interest may contest any such request

Waivers

• Section 506(c): no costs or expenses of administration of the chapter 11 cases or any successor cases may be charged against or recovered from the DIP collateral (including cash collateral) or the prepetition collateral without the prior written consent of the DIP Agent, acting at the direction of the Required DIP Creditors
• Section 552(b): the "equities of the case" exception does not apply to any of the prepetition secured parties with respect to proceeds, products, offspring or profits of any prepetition collateral
• Marshaling: neither the DIP secured parties nor the prepetition secured parties are subject to the equitable doctrine of "marshaling" or any similar doctrine with respect to the DIP collateral, the DIP obligations, the prepetition obligations or the prepetition collateral
• Payments free and clear: all payments or proceeds remitted to the DIP Agent or the Prepetition Secured Agents under the orders or the DIP documents (including the Prepetition RCF Repayment) are irrevocable and received free and clear of any claim, charge, assessment or other liability, including any claim arising under sections 506(c) or 552(b)
• Release: the debtors and their estates, on their own behalf and, to the greatest extent permitted by law, on behalf of the Non-Debtor Subsidiary Guarantors and their respective predecessors, successors, heirs, subsidiaries and assigns, reaffirm the releases granted under the interim order and absolutely, unconditionally and irrevocably release the prepetition secured parties, the DIP secured parties and their respective representatives from all claims and causes of action, known or unknown, matured or unmatured, arising out of or related to the prepetition credit documents or the DIP documents, their negotiation, or the obligations owing thereunder, in each case arising on or prior to the date of the final order; the release does not affect obligations under the RSA, dated as of July 19, 2026, or the definitive documents thereunder, and does not release the DIP secured parties' commitments or obligations under the DIP facility
• Indemnification: the prepetition secured parties and the DIP secured parties are indemnified as provided in the prepetition credit documents and the DIP documents, except for losses determined by final, non-appealable judgment to have been incurred solely by reason of their gross negligence or willful misconduct, and the debtors waive any defenses to such indemnification obligations
• Exculpation and limitation of liability: the DIP secured parties and the prepetition secured parties bear no liability for claims arising from the debtors' prepetition or postpetition activities, for safekeeping or diminution in value of the collateral, or as a "control" person, fiduciary, "Responsible Person," "Owner," "Operator" or "managing agent" of the debtors; all risk of loss, damage or destruction of the collateral is borne by the debtors