RanchlandMTX - Chapter 11 DIP Terms

DIP Terms

Overview

• FuturHealth, Inc. seeks approval of a $5 million new-money priming DIP from Twelve Bridge Capital, LLC. The first $1.5 million becomes available when the interim order is entered. The remaining $3.5 million requires both the final order and a signed stalking-horse purchase agreement that the lender accepts. Pricing is 14.0% PIK interest, a $500,000 commitment fee, a 5.0% funding fee and a 7.0% exit fee. The loan matures 120 days after the petition date.
• FuturHealth is a direct-to-consumer wellness platform focused on weight management, including access to GLP-1 medications. It filed Chapter 11 in Delaware on Nov. 1, 2026, together with the DIP motion. The interim order has been proposed but not entered. The business runs on a proprietary technology platform, Whole Health OS, which the company calls one of its most valuable assets. In 2024, its first full year of operations, the company generated $86.6 million of GAAP revenue and a $10.7 million operating loss while generating $1.2 million in cash. Since its 2023 formation, it has facilitated more than one million prescriptions and served more than 500,000 subscribers. After prepetition cost cuts its workforce is lean and fully remote, and it expects to reject its unused San Diego office lease. Declining revenue and heavy scheduled debt payments left the company behind on vendor payments. It says that without the facility it faces missing upcoming payroll and an immediate liquidation. The facility is meant to fund either a section 363 sale of all or substantially all of its assets or new capital supporting a reorganization.
• Before filing, the company approached 33 parties that regularly provide postpetition financing in the middle and lower middle market. Eight signed NDAs, and the company received three indicative non-binding term sheets: from Twelve Bridge, from an unrelated third party and from an entity affiliated with the company's CEO, Jon Hambidge. The unrelated party's offer carried significantly less favorable economics and was withdrawn during negotiations, so the company's restructuring committee proceeded with Twelve Bridge. After the term sheet was signed, the CEO-affiliated party submitted a proposal on similar but not substantially better terms, which was also withdrawn. iHeartMedia + Entertainment, Inc., the company's only prepetition secured lender, declined to provide new money but consented to being primed.
• The facility is documented by a term sheet dated Oct. 14, 2026, amended Oct. 30, 2026, and by the proposed interim order. Under the proposed order, those two documents are the operative financing documents and no separate credit agreement is required. The proposed order controls over any inconsistent DIP document, and its staged fee provisions govern over the term sheet's general descriptions of interim or final fee approval; the motion likewise provides that the interim order controls.

Borrower / Guarantors

• FuturHealth, Inc., as sole borrower; there are no guarantors

Lender

• Twelve Bridge Capital, LLC, as DIP lender, with Fishel Law Group as counsel and Morris James as Delaware counsel. iHeartMedia is the prepetition secured lender but is not a DIP lender.

DIP Commitments

• $5 million new-money, senior secured, superpriority priming delayed-draw term loan facility comprised of:
  • A $1.5 million initial draw upon entry of the interim order, which is the most cash principal available before the final order
  • Up to $3.5 million in one or more budgeted draws after entry of the final order. These draws are available only after a Qualified Stalking Horse APA has been executed and while it remains effective; entry of the final order alone does not satisfy this condition.
• No prepetition funded debt is rolled up into the facility.
• Each post-interim draw is limited to the budgeted amount requested and reasonably required. Once conditions are met, the lender must fund a properly submitted request within two business days. Amounts repaid may not be reborrowed, and each funding permanently reduces the commitment.
• Capitalized fees and PIK interest are added on top of the $5 million cash commitment and do not reduce it. Capitalizing them does not authorize additional cash advances.
• A "Qualified Stalking Horse APA" is a binding, executed asset purchase agreement acceptable to the lender that:
  • provides enough cash at closing to repay all DIP obligations and lender professional fees in full;
  • has no financing or material diligence contingency;
  • is backed by reasonable evidence of the buyer's ability to close; and
  • offers a credible path to closing within the milestones.
• No such agreement was signed before the petition date. The proposed interim order does not approve any particular purchaser, bidding procedures, break-up fee or expense reimbursement.

Interest Rate

• 14.0% per annum, PIK, capitalized monthly in arrears on an actual/360 basis. Capitalized interest becomes principal and itself bears interest, and accrued interest not yet capitalized is due on repayment or maturity.
• Default Rate: an additional 3.0% per annum on all DIP obligations during a continuing event of default, payable in kind or in cash at the lender's election and due on demand or on the termination date

Fees

• Commitment Fee: $500,000 in total, earned in two stages and capitalized:
  • $250,000 fully earned and capitalized upon entry of the interim order
  • $250,000 earned and capitalized upon entry of the final order, whether or not the full commitment is drawn. If the company refinances with another lender between the interim and final orders, this second $250,000 is still earned and is paid from the replacement-financing payoff.
• Funding Fee: 5.0% of cash principal actually advanced, capitalized at each draw. The interim draw carries a $75,000 funding fee. The proposed interim order approves the 5.0% fee on every authorized advance on a final basis. No funding fee is charged on undrawn commitments, capitalized fees or capitalized interest.
• Exit Fee: 7.0% of outstanding principal plus capitalized PIK interest, payable in cash at any repayment, refinancing, sale closing, plan effective date, acceleration or other exit. It is also charged on the amount repaid in any partial prepayment. The base excludes the commitment, funding and exit fees and professional fees. The proposed interim order approves the exit fee on an interim basis only and reserves final approval for the final hearing; although the term sheet's general description of the interim order calls for final exit-fee approval at the interim stage, the proposed order provides that its staged fee provisions govern over that description. Any request for final approval before the final order, including in a replacement financing, requires notice and an opportunity to be heard.
• Work Fee: $50,000, paid when the term sheet was signed and approved by the proposed interim order, with $25,000 credited against the exit fee; it does not reduce the separate obligation to pay lender professional fees
• Stalking-horse step-down: the Oct. 30 amendment applies if a Qualified Stalking Horse APA is signed within 21 days after the petition date. In that case the final commitment fee is reduced to $150,000 from $250,000, and the funding fee on each post-interim draw is reduced to 4.0% from 5.0%. The interim commitment fee, the interim draw's funding fee and the exit fee are unchanged. The term sheet also offered a deeper discount for an agreement signed before the filing ($350,000 commitment fee, 2.5% funding fee and 2.5% exit fee). That discount does not apply because no such agreement was signed prepetition.
• All approved fees are DIP obligations secured by the DIP liens and entitled to superpriority claims. Apart from the work-fee credit and matters reserved for final approval, they are not subject to reduction, setoff, recharacterization or disgorgement.
• Lender professional fees: the company pays the lender's reasonable, documented pre- and postpetition fees for Fishel Law Group, Morris James and a designated financial advisor. These professionals are not estate professionals and need not file retention or fee applications to be paid, and their fees are outside the Carve Out and are not limited by it. Invoices go to the company, the U.S. Trustee and any committee, which have 10 business days to object. Accrued fees through closing are paid from the interim draw only after that review is complete. The same review procedure applies to budgeted iHeartMedia professional fees.

Maturity

• The earliest to occur of:
  • 120 days after the petition date
  • Closing of a sale of all or substantially all of the company's assets or business
  • The effective date of a Chapter 11 plan
  • Conversion to Chapter 7 or dismissal of the case
  • Appointment of a Chapter 11 trustee or an examiner with enlarged powers
  • Consummation of a financing or recapitalization that refinances or replaces the facility
  • Acceleration following an event of default
• Undrawn availability ends at the first termination event or at any event of default the lender has not waived.

Milestones and Sale Process

• The facility is underwritten on a prompt sale or other monetization process acceptable to the lender. The proposed interim order sets the following milestones:
  • Entry of the interim order: within three business days after the petition date
  • Filing of a bidding procedures and sale motion, including any requested stalking-horse protections: within seven days after the petition date
  • Entry of the final DIP order and the bidding procedures order: within 30 days after the petition date
  • Execution and continued effectiveness of a Qualified Stalking Horse APA: before any post-interim funding
  • Sale closing: targeted within approximately 120 days after the petition date, without extending maturity
• Bid deadline, auction, sale hearing and closing dates are still to be agreed and approved. The lender may extend or waive any milestone in writing, and a missed milestone becomes an event of default only after any applicable cure period; the proposed order creates no blanket cure period, and no milestone overrides required notice or directs the court to enter an order.
• The company asks the court to hold the final hearing no sooner than 14 days after the motion and no later than 30 days after the petition date. The proposed interim order does not yet set a final hearing date.

Budget and Permitted Variance

• The 13-week budget runs through the week ending Jan. 31 and opens with $93,367 of cash. It projects:
  • Net receipts of $9.6 million against operating disbursements of $8.7 million, for positive operating cash flow of $902,962
  • Non-operating disbursements including $2.1 million of Chapter 11 expenses, $1 million of critical vendor payments, a $1 million KEIP/KERP payment in week 13, $150,000 of interest to the prepetition secured lender and $60,000 of advisory fees
  • Net cash flow before DIP financing of negative $3.5 million
  • DIP draws totaling $3.6 million: $1.5 million in week 1, $200,000 in week 7, $100,000 in week 9, $200,000 in week 10, $500,000 in week 11 and $1.1 million in week 13
  • Ending cash of $148,829. The low point is $102,921 in the week ending Jan. 17, just above the $100,000 minimum-liquidity covenant.
• Permitted Variance: aggregate cash disbursements may not exceed the budget by more than 15%, tested on a rolling four-week basis beginning after the first full four-week period. Favorable variances carry forward only within a testing period. Deposits into the professional fee reserve count as disbursements when made. The variance does not increase any Carve Out allocation or cap, and a budget update does not retroactively cure a breach without a written waiver.
• Minimum liquidity: after the interim draw, the company must keep at least $100,000 of unrestricted cash at all times. The same threshold is a condition to each draw, measured after the funding and disbursements then due.
• Every Wednesday by 4 p.m. prevailing Eastern Time, the company delivers an updated rolling 13-week budget and a variance report for the prior week. It goes to the lender and at the same time to iHeartMedia, the U.S. Trustee and any committee. An updated budget takes effect only when the lender approves it in writing; silence is not approval.
• The company also reports cash-management balances, payables and vendor aging, merchant receipts and settlements, revenue, active-customer, subscriber, renewal and churn metrics, material provider status and sale-process updates, and must promptly report defaults, material litigation or regulatory matters and business disruptions. The lender, Fishel Law Group, Morris James and the lender's financial advisor get continuing access to management, books, bank information and data rooms, subject to privilege and protected-health-information safeguards.

Carve Out

• The DIP liens and claims, and iHeartMedia's adequate protection liens and claim, are subordinate to a Carve Out consisting of:
  • Clerk and U.S. Trustee fees, plus statutory interest
  • Chapter 7 trustee fees and expenses, capped at $25,000
  • Allowed estate professional fees incurred before a Carve Out trigger notice, limited to each professional's budgeted allocation
  • Allowed estate professional fees incurred after a trigger notice, capped at $100,000 in aggregate for all estate professionals
• A trigger notice is a written notice from the lender, given while an event of default continues, that invokes the post-trigger cap. It goes to the company, its counsel, the U.S. Trustee, committee counsel and iHeartMedia's counsel.
• The company may fund a segregated professional fee reserve only in budgeted amounts and on the budgeted schedule. Budgeted amounts for one professional are not available to another, and unused reserve funds remain DIP collateral. After a trigger, the company funds the Carve Out from available estate cash before remitting residual collateral to the lender, but neither the lender nor iHeartMedia guarantees the Carve Out or must lend more to fund it. The Carve Out survives termination, acceleration, conversion and dismissal.

Cash Collateral

• The motion states that all of the company's cash collateral is iHeartMedia's collateral. iHeartMedia has consented to its use under the budget and to the priming of its liens. Under the proposed interim order, cash collateral includes estate cash and proceeds subject to iHeartMedia's liens or the DIP liens. Using any other nonconsenting holder's cash collateral requires that holder's consent or a court order.
• Postpetition merchant-processor settlements and other receivables must be paid into disclosed company accounts subject to the DIP liens. Without a court order, the company may not voluntarily allow its merchant cash advance providers, Cedar Advance LLC and Velocity Capital Group LLC, to debit or divert postpetition receipts on account of prepetition obligations.

Use of Proceeds

• DIP proceeds and cash collateral may be used solely under the budget for:
  • Working capital and ordinary-course employee, vendor, technology, marketing and other operating expenses
  • DIP transaction costs, including lender professional fees
  • Allowed and budgeted estate professional fees, subject to the Carve Out
  • Authorized adequate protection payments
  • Other uses the lender agrees to in writing and the court approves
• No DIP proceeds, cash collateral or Carve Out funds may be used to investigate or challenge the lender or the DIP liens, claims or obligations, except under an investigation budget the lender agrees to and the court approves. This restriction does not bar budgeted investigation of iHeartMedia's prepetition claims and liens. Proceeds also may not fund equity distributions or unauthorized prepetition debt payments.

Prepayments and Sale Proceeds

• Voluntary prepayments: on at least three business days' notice, in minimum principal amounts of $50,000, together with accrued PIK interest, the exit fee and other amounts then due
• Mandatory prepayments: unless the lender waives them, 100% of net cash proceeds of:
  • Asset dispositions outside the ordinary course, including the sale process
  • Insurance and condemnation recoveries, litigation recoveries, tax refunds and other extraordinary receipts, except amounts budgeted for reinvestment with the lender's consent
  • Any financing, refinancing, recapitalization or equity issuance
• "Net" does not allow transaction costs to be deducted ahead of the lender unless the interim order or a later order entered on notice authorizes it.
• Subject to the Carve Out, permitted prior liens, excluded property and the iHeartMedia sharing arrangement, the first dollars of sale proceeds go to the lender until the DIP obligations are paid in full in cash. No reserve, escrow, netting or purchase-price allocation may delay or reduce the payoff without the lender's consent and court approval. Under the proposed interim order, the company furnishes a proposed payoff and funds flow before closing, the purchaser pays the company at closing and the company promptly remits the funds to the lender; the term sheet's direct payment to the lender, bypassing the company's operating accounts, applies only to the extent the DIP orders permit.
• Proceeds are applied in this order: first to professional fees and expenses; second to fees; third to accrued interest, including default interest; fourth to principal, including capitalized PIK interest and fees; and fifth to other DIP obligations. Noncash consideration does not satisfy cash payment obligations.
• iHeartMedia sharing: the first $50,000 of sale proceeds, a single aggregate amount, is shared equally between iHeartMedia and the lender. In addition, if the sale process produces a transaction that repays the DIP obligations in full, the interest portion of the DIP obligations ranks pari passu with iHeartMedia's prepetition loan. This does not subordinate DIP principal or fees.

Credit Bid

• Subject to section 363(k), the lender may credit bid all or part of the DIP obligations in a section 363 sale, a plan or a successor Chapter 7 case. It may assign that right to an affiliate, designee or acquisition vehicle. The proposed interim order does not waive the court's authority to limit credit bidding for cause.
• iHeartMedia may credit bid its allowed secured prepetition claim, subject to section 363(k), but only in a transaction that pays all DIP obligations and lender professional fees in full in cash at closing.
• The term sheet defines a "Qualified Bid," which the proposed interim order applies to the company's financing covenants subject to court-approved sale procedures, as a binding bid that, among other requirements to be set in bidding procedures acceptable to the lender, must:
  • deliver first-dollar cash directly to the lender at closing, ahead of all other sale distributions except the Carve Out;
  • be enough to repay the DIP obligations in full, including principal, PIK interest and all fees; and
  • carry no financing or material diligence contingencies.

Securities and Priorities

• The DIP obligations are allowed superpriority administrative expense claims under section 364(c)(1). They rank ahead of all administrative and unsecured claims, including claims under sections 503(b), 507(a), 507(b) and 726(b), subject to the Carve Out and the iHeartMedia sharing arrangement.
• The lender receives automatically perfected liens on all of the company's prepetition and postpetition property, subject to the Carve Out. The collateral includes cash, receivables, merchant-processor settlements, intellectual property including the Whole Health OS platform, equity interests, commercial tort and litigation claims, tax refunds and sale proceeds. The liens have the following priorities:
  • Section 364(c)(2): first-priority liens on unencumbered property
  • Section 364(d)(1): first-priority priming liens on property subject to the liens of iHeartMedia, which has consented, and of other secured parties, including liens asserted by the merchant cash advance providers
  • Section 364(c)(3): liens junior to other valid, perfected and unavoidable prepetition liens, or liens validly perfected postpetition under section 546(b), to the extent those liens have not been primed
• Priming of any other nonconsenting holder's valid liens is reserved for a further hearing. The lien grant does not authorize the transfer, disclosure or use of patient information in violation of applicable law.
• The DIP liens, claims and Carve Out survive conversion, dismissal and plan confirmation; under section 349(b), dismissal does not vacate the liens and priorities until the obligations are satisfied. The lender need not file a proof of claim, and general bar dates do not apply to the DIP obligations.

Merchant Cash Advance Interests

• The DIP liens prime all liens that Cedar Advance and Velocity Capital assert in the collateral, including receivables and proceeds, without acknowledging that those liens are valid, perfected or enforceable. The company says neither provider perfected its asserted security interest, or that any perfection was untimely and can be avoided. The proposed interim order does not decide those assertions.
• The providers' asserted true-sale and ownership rights are left for the court to decide. Any interest found to be a lien is subordinate to the DIP liens. An order allowing either provider to divert postpetition receipts without the lender's agreement is an event of default.

Avoidance Actions

• Avoidance actions are excluded from the collateral. Their proceeds are also excluded unless and until the final order expressly approves them. Until then, those proceeds cannot be used to satisfy DIP claims or iHeartMedia's adequate protection claims. The lender will seek liens on avoidance-action proceeds at the final hearing.

Prepetition Capital Structure

• The company estimates approximately $28 million of liabilities as of the petition date, including:
  • approximately $7.5 million of secured debt owed to iHeartMedia
  • approximately $1 million of unsecured merchant cash advance obligations
  • approximately $1.7 million of unsecured prepetition notes and related financing obligations
  • approximately $10 million of unsecured trade debt
• iHeartMedia's claim began as an approximately $13.5 million advertising agreement signed in the first quarter of 2025. At the end of 2025, iHeartMedia converted the remaining payable into an approximately $9.1 million secured loan. The loan is secured by the company's existing and after-acquired accounts receivable and their proceeds, and is perfected by UCC financing statements.
• During 2026, after failing to obtain conventional equity or debt financing, the company raised approximately $1.8 million in net proceeds from Cedar Advance and Velocity Capital. Under those agreements the providers purchased percentages of future receipts, and the company had to make substantial weekly remittances. Approximately $1 million remained outstanding as of Oct. 31, 2026.
• The company entered into two note-and-warrant agreements in March and April 2026 to fund operations while pursuing resolution of litigation the motion refers to only as the Goglia litigation. Under the first, the company could issue up to $1.5 million of 18% notes maturing 180 days after the first closing, with warrants for up to 427,866 common shares at $6.35 per share; it issued only $1.3 million, purchasers included then-current officers and directors or their affiliates, and the disinterested director and disinterested stockholders approved the financing. The second was a $300,000 note to InterAlpen Partners, LLC, an affiliate of a preferred stockholder, requiring 14 weekly payments totaling approximately $360,000, with a seven-year warrant for 142,622 common shares at $6.35 per share. Approximately $1.6 million remained outstanding under the two agreements as of the petition date. Separately, approximately $174,000 remained outstanding as of Oct. 31, 2026, on a note owed to Attivo Partners LLC for consulting, finance, accounting and administrative services.

Adequate Protection

iHeartMedia (prepetition secured lender)

• In exchange for its consent to priming and cash use, and solely to protect against loss of collateral value, iHeartMedia receives:
  • Second-priority replacement liens on the DIP collateral, junior to the Carve Out, the DIP liens and any permitted prior liens that are not primed, and excluding avoidance actions and, until final approval, their proceeds
  • A section 507(b) claim to the extent that protection proves insufficient, junior to the DIP claims and the Carve Out
  • Current cash interest at the nondefault contract rate when due, subject to the budget, which includes $50,000 payments to the prepetition secured lender in weeks 2, 7 and 11. No default interest, principal, make-whole or other premium is authorized.
  • Payment of reasonable, documented fees of iHeartMedia's legal counsel and financial advisor, subject to the budget and invoice review
  • The same financial reporting and sale-process information the lender receives
  • An equal share of the first $50,000 of sale proceeds
  • The company's stipulations to iHeartMedia's loan and liens, and the company's and the lender's agreement not to challenge them
• All of iHeartMedia's adequate protection is subordinate to the DIP liens and claims. Apart from the $50,000 sharing, it does not change the lender's first-dollar claim on sale proceeds. The court keeps its authority to recover or reallocate adequate protection payments if a challenge succeeds.

Merchant Cash Advance Providers

• None. The proposed interim order authorizes no adequate protection and no postpetition payment to Cedar Advance or Velocity Capital.

Challenge Period

• The company stipulates to the validity, extent, perfection and priority of iHeartMedia's loan and liens and, together with the lender, agrees not to challenge them. The stipulations bind both upon entry of the interim order.
• A committee or other party with standing has until 75 days after entry of the first interim order to challenge the amount, validity, perfection or priority of iHeartMedia's loan and liens or to assert estate claims against iHeartMedia. No derivative standing is conferred automatically, but a standing motion filed before the deadline preserves the claims it identifies with specificity. The deadline may be extended by written agreement with iHeartMedia, or by court order on a motion filed before it expires.
• If no timely challenge or standing motion is filed, the stipulations bind the estate. The challenge period covers only iHeartMedia's prepetition claims and liens, not the new-money DIP liens and claims.

Waivers

• No waivers are granted on an interim basis. The lender's requested section 506(c) surcharge waiver, section 552(b) equities-of-the-case waiver and marshaling waiver are reserved for the final order. Consent to interim funding or cash use is not consent to surcharge or marshaling. The term sheet contemplates that the final order will grant the 506(c) and 552(b) waivers.

Conditions Precedent and Covenants

• Each draw is subject to conditions, including:
  • entry and continued effectiveness of the applicable DIP order;
  • perfected DIP liens with the required priority;
  • an approved budget and liquidity forecast;
  • required corporate approvals, borrowing notices and closing deliverables;
  • materially accurate representations and warranties;
  • no continuing or resulting default;
  • payment of lender fees then due;
  • material compliance with the budget, variance covenant and milestones;
  • at least $100,000 of unrestricted cash after the draw and the disbursements then due; and
  • for post-interim funding, an effective Qualified Stalking Horse APA.
• Covenants require the company to:
  • Give the lender drafts of material pleadings, bid procedures and sale documents at least two business days before filing or signing
  • Share all bids, indications of interest and material sale or financing communications until the lender elects to bid or submits a Qualified Bid
  • Maintain the Whole Health OS platform and material medical, pharmacy, technology and service-provider relationships in the ordinary course
  • Not incur additional debt or liens or make material prepetition debt payments except as permitted in the budget, authorized by the court and not opposed by the lender
  • Not sell material assets outside the ordinary course except through the sale process or with the lender's consent
  • Not enter into or materially amend any sale, financing, settlement or restructuring transaction in a way materially adverse to the lender without its consent
• Fiduciary out: the company and its board are not required to take or refrain from any action on a financing transaction if they determine in good faith, with counsel, that doing so would be inconsistent with their fiduciary duties. The company must notify lender counsel within 24 hours, and the lender keeps its rights to terminate and to challenge. Until the final order is entered, the company and its advisors may consider, respond to and negotiate alternative financing proposals and share nonpublic information, and doing so is not itself an event of default.

Events of Default and Remedies

• Events of default include, subject to any agreed cure period:
  • Nonpayment of any DIP obligation or failure to make a required mandatory prepayment
  • Material noncompliance with the DIP documents, orders, milestones, budget or Permitted Variance
  • Any termination event
  • Reversal, vacatur, stay or materially adverse modification of a DIP order or sale order without the lender's consent
  • Allowance of any lien or superpriority claim senior to or pari passu with the DIP liens or claims, other than as expressly permitted
  • Incurrence or approval of financing that does not repay the DIP obligations in full
  • Loss of the validity, perfection or required priority of the DIP liens or claims
  • Payment of a material prepetition claim that is not both authorized by the court and included in the budget
  • Termination or abandonment of a Qualified Stalking Horse APA after post-interim funding without a replacement transaction acceptable to the lender
  • Material misrepresentation or breach of a representation or warranty
  • Entry of an order allowing a merchant cash advance provider to divert postpetition receipts without the lender's consent
• During a continuing event of default, the lender may email a termination notice to the company and its counsel, the U.S. Trustee, committee counsel and iHeartMedia's counsel, and file it on the docket. On notice, it may terminate undrawn commitments, accelerate the DIP obligations and deliver a Carve Out trigger notice.
• Ending cash collateral use, cash sweeps, foreclosure and other collateral enforcement take effect only after a five-business-day notice period. If the company or the U.S. Trustee timely requests an emergency hearing, the period extends until the court rules. During that period, the company may use cash collateral under the budget only for payroll, the Carve Out and spending needed to prevent immediate and irreparable harm. When the period ends, the automatic stay is modified to permit enforcement without a further order, unless the court orders otherwise.
• The company waives its right to seek section 105 relief restricting the lender's remedies, but only to the extent consistent with these notice and hearing rights.

Release and Indemnification

• Upon entry of the interim order, the company, for itself and its estate, releases the lender and its affiliates, members, managers, officers, employees, participants, professionals, representatives, successors and assigns. The release covers claims relating to the negotiation, documentation and consummation of the facility through entry of the order. Once the interim draw is funded, it also covers matters relating to that draw through its funding date.
• The release excludes:
  • later conduct;
  • obligations under the DIP documents;
  • fraud, gross negligence or willful misconduct established by final nonappealable judgment; and
  • third parties' direct claims.
• The release gives iHeartMedia nothing beyond the stipulations.
• The company indemnifies the lender and its related parties for claims arising from the facility, the DIP documents or the case. The indemnity excludes claims finally determined to result from the indemnified party's gross negligence, fraud or willful misconduct, and it survives repayment.

Amendments

• The company and the lender may agree to nonmaterial changes, budget updates, extensions and waivers in writing. The following require court approval on notice:
  • any increase in cash commitments, interest or fees;
  • acceleration of maturity;
  • material expansion of collateral or releases;
  • a materially more restrictive covenant or default; and
  • any reduction of the Carve Out.