Signal National - Chapter 11 DIP Terms

DIP Terms

Hearing Dates and Deadlines

• Petition date: August 9, 2026. Cases filed in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, as Case No. 26-90190 (ELM), with joint administration requested
• Emergency relief requested not later than 1:30 p.m. on August 11, 2026; virtual interim hearing set for August 11, 2026 at 1:30 p.m., participation by audio and video connection only
• Final hearing scheduled (bracketed in the proposed order) for September 8, 2026 at 9:30 a.m. prevailing Central Time; objections due (bracketed) by September 2, 2026 at 5:00 p.m. prevailing Central Time, served on proposed debtors' counsel (Gray Reed), counsel to AAV2024, ACM Delegate, Advantage Capital Holdings and Haymarket (Foley & Lardner), counsel to Dacian (Mintz Levin), counsel to National Founders (Sidley Austin), and the Acting Assistant U.S. Trustee
• The motion requests that the final hearing be set as soon as practicable and in no event later than 35 days after the petition date

Borrower(s) / Guarantor(s)

• 777 Partners LLC, 600 Partners LLC, and Signal National LLC, as Borrowers
• The Initial Guarantors party to the DIP Credit Agreement (the 20 entities listed on Schedule 1.2, which together with the three Borrowers comprise the 23 Initial Debtors listed on Schedule 1.1), any Additional Guarantors, and each other direct or indirect subsidiary of the foregoing that files a Chapter 11 case, as Guarantors. The Subsequent Debtor and Additional Guarantor schedules are marked "[Reserved]," as is the "Guarantors" row of the motion's Bankruptcy Rule 4001 summary chart
• The debtors are jointly and severally liable for the DIP obligations, regardless of which debtor receives the proceeds of any DIP loan, and each guarantor unconditionally and irrevocably guarantees the due and punctual payment of the DIP obligations on a joint and several basis
• The DIP Credit Agreement contemplates that other non-debtor affiliates may join and become guarantors:
  • Additional affiliates of the debtors intend to file their own chapter 11 petitions within approximately 60 days (the "Subsequent Debtors"). The motion's Bankruptcy Rule 4001 chart separately lists a milestone requiring the Subsequent Debtors' cases to be filed on or before September 23, 2026 (approximately 45 days after the petition date); that milestone does not appear in the interim order's milestone paragraph or in Section 8.1(o) of the DIP Credit Agreement. The DIP Credit Agreement's recitals contemplate a Subsequent Petition Date occurring before the final order entry date
  • Pursuant to Section 9.1(b) of the DIP Credit Agreement, the debtors are authorized and directed to cause any direct or indirect subsidiary that files a chapter 11 case as a Subsequent Debtor to promptly execute and deliver a "Guarantor Joinder," after which such Subsequent Debtor is deemed an "Additional Guarantor" with the same force and effect as if originally named a guarantor
  • Upon the filing of each Subsequent Debtor's case, the debtors are to file and provide notice of the addition of the Additional Guarantors and set forth the challenge period with respect to each Subsequent Debtor

Agent / Lender(s)

• ACM Delegate LLC, as Administrative Agent
• AAV2024 LLC, Advantage Capital Holdings LLC, Dacian Master Fund LP, Haymarket Insurance Company, and National Founders LP, each in its capacity as a DIP Lender, together with such other lenders as may become party from time to time
• The DIP lenders are also the prepetition lenders
• "Required Lenders" means those DIP lenders holding an aggregate amount of 66.6% or more of the "Percentage Interests" issued under Section 1.02 of the DIP Loan Intercreditor Agreement; Dacian shall be a Required Lender notwithstanding its Percentage Interests at any time, and Dacian's written consent is required for any action requiring the consent, approval, direction, or instruction of the Required Lenders
• Lender consent thresholds: amendments, waivers, acceleration, enforcement, exercise of remedies and mandatory-prepayment decisions require Required Lender approval. The consent of each directly and adversely affected DIP lender is required for commitment increases, reductions of principal, interest or fees, extensions of final maturity or of the time for payment of interest or fees, and changes to pro rata sharing and waterfall provisions. The consent of 100% of the DIP lenders is required to modify Sections 9.1 or 9.3 or the lender voting provisions, to release all or substantially all of the guarantees or collateral, and to subordinate all or substantially all of the guarantees or liens
• Assignments under Section 9.4(c) require the approval of the Required Lenders and the consent of the debtors (not to be unreasonably withheld), in a minimum amount of $500,000. Debtor consent is not required for assignments to National Founders LP or any of its affiliates or successors-in-interest, to any affiliate of Advantage Capital Holdings, the ACAP Holdco Lenders or Dacian, or at any time during the occurrence or continuance of an event of default. Each DIP lender may also participate its interest to any of its affiliates and may pledge its loans and commitments to its own financing sources
• Counsel: Foley & Lardner LLP for the agent, ACAP, AAV2024 and Haymarket; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. for Dacian; Sidley Austin LLP for National Founders
• National Founders LP took assignment of $1 million of New Pre-Petition Advances prior to the petition date; for purposes of determining the challenge periods, no other or further notice of such assignment need be provided

DIP Commitments

• $24.952 million senior secured, superpriority, priming credit facility comprised of:
  • $6.238 million new-money line of credit (Post-Petition Advances)
    • Up to $575,000 available on an interim basis
    • The remaining $5.663 million available upon entry of the final order
  • $18.714 million roll-up term loan, refinancing an equivalent amount of Pre-Petition Advances made by each DIP lender
    • Up to $1.725 million available on an interim basis
    • The balance approved upon entry of the final order
• The DIP Credit Agreement uses "New Money Loan" in a second, broader sense than the $6.238 million postpetition line described above. The motion's Bankruptcy Rule 4001 chart describes a New Money Loan of up to $14,896,500 comprised of (i) prepetition advances (the "New Pre-Petition Advances") of up to $8,631,500 and (ii) postpetition advances of up to $6,238,000. Those two components sum to $14,869,500, which is also the "Total New Money Loan" stated on Schedule 2.1 to the DIP Credit Agreement; the $14,896,500 figure in the chart appears to be a transposition error
• The New Pre-Petition Advances were made under the DIP Credit Agreement — the First Amended Priming Superpriority Debtor-in-Possession Credit Agreement dated as of August 9, 2026, which amends an agreement with a Closing Date of June 9, 2026 — to fund the debtors' working capital needs and prepare the cases for filing. The debtors stipulate that they are indebted to the DIP lenders on account of the New Pre-Petition Advances in a total principal amount of $8,631,500. Schedule 2.1 separately lists a $125,000 "Insurance Reimbursement" line item; the schedule does not state whether that amount is a component of, or additional to, the $8,631,500
• Availability windows (the "DIP Commitment Period"): the New Pre-Petition Advances were available from execution of the DIP Credit Agreement through the petition date; the Initial Post-Petition Advances are available from the interim order entry date through the final order entry date; and all remaining Post-Petition Advances are available from the final order entry date through the maturity date
• The DIP commitment shall not be reduced by, and shall be in addition to, interest and fees that are paid in kind and added to the outstanding amount of the DIP obligations. Upon the making of any advance, the commitment is permanently reduced by the principal amount thereof, and amounts once repaid may not be reborrowed. Unless previously terminated, the DIP commitment automatically terminates at the end of the DIP commitment period.
• Roll-up mechanics:
  • The facility contemplates an overall ratio of roll-up loans to new money loans of 3:1 — for every $1 of new money advanced, $3 of prepetition debt will be rolled up — on both an interim and final basis, subject to challenge
  • Upon entry of the interim order, the interim roll-up loan is immediately and indefeasibly deemed to refinance and repay Pre-Petition Advances of the DIP lenders in an amount equal to three times the then-advanced interim Post-Petition Advances made by such DIP lender, and becomes immediately binding DIP obligations subject only to a successful challenge
  • Repayments under the roll-up loan are applied (a) first, to such DIP lender's then-outstanding eligible New Pre-Petition Advances, (b) second, to any then-outstanding Existing Pre-Petition Advances, and (c) third, to the extent amounts remain after satisfaction of all Pre-Petition Advances made by every DIP lender, pari passu to the then-outstanding prepetition indebtedness of the DIP lenders pursuant to Section 2.2(c)(iii) of the DIP Credit Agreement until the roll-up loan is exhausted
  • The debtors are authorized to treat the MLH Proceeds ($3,565,000 of proceeds from the sale contemplated by the ML Healthcare asset purchase agreement dated May 29, 2026) and the Expected Insurance Refund (the portion of certain insurance proceeds 777 Partners expects to receive as reimbursement for previously paid legal fees and expenses) in accordance with Section 2.1(b) and (c) of the DIP Credit Agreement, including the deemed payment of such amounts to ACM on account of its prepetition liens under the ACAP Holdco Facility and the re-lending of such amounts by ACM, as agent for the ACAP Holdco Lenders, on behalf of the DIP lenders as part of the New Pre-Petition Advances. Re-lending of the MLH Proceeds is mandatory upon delivery of a borrowing certificate; re-lending of the Expected Insurance Refund is at ACM's discretion. Until SMR LLC receives the MLH Proceeds, any New Pre-Petition Advances are at each DIP lender's discretion and limited to amounts needed for payroll, rent and other critical operating expenses. Nothing in the interim order characterizes such amounts as anything other than prepetition collateral of ACM, subject to the terms of the ACAP Holdco Facility and subject to challenge
• The DIP documents include conditions to closing and borrowings that the debtors describe as customary and appropriate for similar debtor-in-possession financings. The DIP lenders have no obligation to make any loan or advance unless the conditions precedent have been satisfied in full or waived in accordance with the DIP Credit Agreement, and the debtors have no ability to use cash collateral unless they are in compliance with all obligations under the DIP loan documents and the interim order, including that no event of default has occurred.

Cash Collateral

• "Cash Collateral" means all of the debtors' cash located in the Signal National operating account at East West Bank, account number ending 6398, including remaining funds from the New Pre-Petition Advances and any other cash in such account constituting cash collateral of any of the DIP lenders within the meaning of section 363(a)
• The DIP Credit Agreement defines two operating accounts: for the first $3,565,000 of New Pre-Petition Advances, the SMR LLC (Signal Medical Receivables LLC) account at East West Bank ending 6762; and for all subsequent advances, the Signal National account at East West Bank ending 6398. Both are listed as Controlled Accounts on Schedule 5.1(f), and neither may be changed without the written consent of the agent acting at the direction of the Required Lenders
• The DIP lenders, in their roles as prepetition lenders, are the entities with interests in cash collateral and consent or are deemed to consent to its use, subject to the terms and limitations of the interim order
• From and after the petition date, the debtors will deposit and maintain the cash collateral (other than to the extent used in accordance with the approved budget), and all funds advanced under the DIP loans, into the operating account, which may not be changed absent the written consent of the agent acting at the direction of the Required Lenders
• Cash controls under Section 5.1(f): the debtors must enter into deposit account control agreements in favor of the agent over the Schedule 5.1(f) accounts, and may open new deposit accounts only following notice to and written consent from the agent acting at the direction of the Required Lenders. The Signal National payroll account at East West Bank ending 6405 is excepted from the control agreement requirement, provided that transfers into it are limited to the budgeted payroll amounts for the applicable period and are funded no more than 48 hours before disbursement. Upon the occurrence and during the continuance of an uncured event of default, and subject to the debtors' default-period rights, disbursements from the controlled accounts may be made only at the agent's direction, provided that authority to make budgeted payments to professionals may not be unreasonably withheld
• Absent entry of the final order, the debtors will no longer be authorized to use cash collateral at the expiration of the interim period without the prior written approval of the DIP lenders
• Unless otherwise consented to by the agent at the direction of the Required Lenders, until the DIP obligations are paid in full in cash and all commitments are terminated, the debtors shall insure the prepetition and DIP collateral as required under the applicable loan documents and maintain the cash management system in effect as of the petition date
• The debtors may not sell, transfer, lease, encumber, or otherwise dispose of any DIP collateral outside the ordinary course of business without the consent of the Required Lenders or further order of the court, until the DIP obligations are paid in full in cash or otherwise discharged

Interest Rate

• 11.5% per annum, fixed, payable in kind and due and payable on the maturity date
  • New Pre-Petition Advances accrue interest at a fixed rate of 11.5% per annum; Existing Pre-Petition Advances accrue at the rates presently applicable under the respective prepetition loan documents
  • From and after entry of the interim order, the DIP loans bear interest at a fixed rate of 11.5% per annum
• Default Rate: 14.5% per annum, simple, upon the occurrence and during the continuation of an event of default. Under Section 8.2(e) of the DIP Credit Agreement, unless the debtors successfully contest the event of default within the contest period, default interest accrues from and after the date of the EOD notice
• Interest is computed on a 30/360 basis
• All payments in respect of principal shall include payment of accrued interest on the amount being repaid or prepaid, and all such payments are applied to interest before principal

Fees

• Each fee is payable to each DIP lender according to its pro rata share of its DIP commitment, paid in kind and due and payable on the maturity date:
  • Upfront Fee: 1.0% of the New Money Loan
  • Arrangement Fee: 1.0% of the New Money Loan
  • Unused Line Fee: 0.50% of the unused portion of the DIP commitment, accruing on any unused portion thereof
  • The documents do not specify which measure of "New Money Loan" the upfront and arrangement fees are calculated against — the $6.238 million postpetition line or the $14,869,500 aggregate that includes the New Pre-Petition Advances. On the broader measure each 1% fee would be approximately $148,695 rather than approximately $62,380. The unused line fee is measured against the DIP commitment, which comprises both the New Pre-Petition Advance Commitment and the Post-Petition Advance Commitment
• If the debtors fail to pay such fees when due under the DIP Credit Agreement, the DIP lenders are authorized to charge the facility for such fees

Maturity

• The earliest to occur of:
  • 195 days after the initial petition date
  • 35 days after the initial petition date if the final order has not been entered, unless extended in writing by the agent at the direction of the Required Lenders
  • The date a chapter 11 plan becomes effective in any chapter 11 case
  • The date any sale of all or substantially all assets of the debtors occurs pursuant to section 363
  • Entry of an order dismissing or converting any chapter 11 case to chapter 7, unless otherwise consented to by the Required Lenders
  • The date a chapter 11 trustee or an examiner with expanded powers is appointed, unless otherwise consented to by the Required Lenders
  • The date the facility is accelerated as directed by the agent (at the direction of the Required Lenders) or the Required Lenders during the existence of an event of default
• Prepayments:
  • Mandatory: no later than the first business day following receipt of any net proceeds (net asset sale proceeds, net insurance/condemnation proceeds and net indebtedness proceeds), the debtors shall prepay the DIP obligations in an aggregate amount equal to such net proceeds, accompanied by an officer's certificate demonstrating the calculation of such net proceeds in reasonable detail; if the debtors later determine that the actual amount received exceeded the certified amount, they must promptly make an additional prepayment of the excess with a further officer's certificate
  • Voluntary: the debtors may prepay in whole or in part at any time upon three business days' prior notice to the agent, with any partial prepayment in a minimum amount of $100,000
• Payments and proceeds of DIP collateral are applied (i) first, to repay the full amount of the new money loan; (ii) second, to repay all remaining principal, accrued and unpaid interest, costs, expenses, and other outstanding DIP obligations; and (iii) third, to the debtors, in each case on a pro rata basis among the DIP lenders as set forth in the DIP Loan Intercreditor Agreement. That waterfall is expressly subject to Section 2.10: where the debtors dispose of debtor assets or Existing First-Priority DIP Collateral subject to the liens of one or more DIP lenders, the proceeds are applied first to any amounts owed to that DIP lender and second to that lender's accrued and unpaid interest, costs, expenses and other outstanding DIP obligations
• Separately, Section 8.5 provides that proceeds realized by the agent from the pursuit of any remedy are applied first to costs, fees and expenses, then to outstanding principal on the new money loan, and then to interest on the DIP obligations

Carve Out

• The carve-out consists of the sum of:
  • All fees required to be paid to the clerk of the court and the U.S. Trustee under 28 U.S.C. § 1930(a) plus interest at the statutory rate, without regard to a carve-out trigger notice and not subject to any budget
  • Chapter 7 Trustee Fee: in the event of conversion, reasonable and documented fees and expenses incurred by a trustee under section 726(b), in an aggregate amount not to exceed $50,000, without regard to the carve-out trigger notice
  • Pre-Trigger Carve-Out: allowed and unpaid professional fees of the debtors' and any committee's professionals incurred at any time before or on the day of delivery of a carve-out trigger notice, solely to the extent unpaid and within the amounts set forth in the approved budget (without any permitted variance), limited to the amounts for each professional person set forth in the approved budget
  • Post-Carve-Out Trigger Notice Cap: $200,000 for allowed professional fees incurred after 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 agent, at the direction of the DIP lenders, to the debtors, debtors' counsel, the U.S. Trustee, and lead counsel to any creditors' committee, stating that the post-carve-out notice cap has been invoked; such notice may be delivered only following the occurrence and during the continuation of an event of default
• Payments or reimbursements of allowed professional fees made prior to the EOD notice date do not reduce the carve-out; payments made on or after the EOD notice date permanently reduce the carve-out on a dollar-for-dollar basis
• The carve-out is senior to all liens and claims securing the DIP obligations, the adequate protection liens and superpriority claims, and all other liens or claims granted by the interim order. Any payment of the carve-out is added to and made part of the DIP obligations secured by the DIP collateral, and does not reduce the prepetition or DIP obligations or subordinate the DIP lenders' liens or superpriority claims.
• None of the agent, the DIP lenders, or the prepetition lenders is responsible for the payment or reimbursement of any professional fees or U.S. Trustee or clerk fees, and nothing obligates them to pay or reimburse any professional person or to guarantee that the debtors have sufficient funds to do so. Nothing in the order impairs any party's ability to object to professional fees or alters any professional person's obligation to file and serve fee applications and comply with any interim compensation or retention order

Use of Proceeds

• Proceeds of the facility and cash collateral may be used, in accordance with the approved budget (subject to permitted variances), solely to:
  • Provide working capital and for general corporate purposes of the debtors during the chapter 11 cases
  • Pay the fees, costs, and expenses of the estate professionals retained in the cases as set forth in the approved budget and approved by the court
  • Make all permitted payments of costs of administration of the chapter 11 cases, including bankruptcy-related costs and expenses in connection with preparing and filing the cases
  • Pay such prepetition expenses solely as consented to by each of the DIP lenders and approved by the court
• The debtors state the facility and access to cash collateral will allow them to fund payroll obligations, pay vendors postpetition in the ordinary course, fund the administrative cost of the cases, and provide a path toward a value-maximizing wind-down and plan process
• Paragraph 2(d) of the interim order separately enumerates the permitted uses of advances and cash collateral. Its third clause, which is partially illegible in the filed document, appears to provide that funding for the debtors' and any creditors' committee's professional fees becomes available only upon entry of the final order, and then solely as set forth in the approved budget. (The findings paragraph on use of proceeds also cross-references "Paragraph 8" for professional fee limitations; paragraph 8 addresses the MLH Proceeds, and paragraph 27 appears to be intended.)
• Limitations: no proceeds of the facility, the DIP collateral, the prepetition collateral, the carve-out, or any cash collateral may be used to (a) take any action prohibited by the Bankruptcy Code or the interim order; (b) use funds in any manner except as set forth in the approved budget; (c) directly or indirectly finance any litigation, investigation, or challenge that could be adverse to the interests of the prepetition lenders, the agent, or the DIP lenders, or any other action that would result in an event of default; or (d) fund any distribution under a chapter 11 plan that does not provide for the indefeasible payment in full in cash of the DIP obligations, unless otherwise agreed in writing by the Required Lenders

Credit Bid

• Pursuant to section 363(k), the agent (on behalf of the DIP lenders) and/or the prepetition lenders and their affiliates (each in their individual capacities) are each permitted to credit bid against the assets of the debtors' estates, subject to a successful challenge, up to the outstanding aggregate amount of their respective prepetition obligations and DIP obligations in respect of any such sale
• The form of any such credit bid, including any proposed asset purchase agreement and related sale order, must be reasonably acceptable to the prepetition lenders and/or the DIP lenders, as applicable
• Section 3.2(a)(ix) of the DIP Credit Agreement makes confirmation of these credit bid rights — as to both the DIP obligations, subject to challenge, and the prepetition indebtedness, including the Dacian Claims and the National Founders Claims — a condition precedent to the Post-Petition Advances

Avoidance Actions

• Subject to entry of the final order, the DIP lenders shall have first-priority liens under section 364(c)(2) on any proceeds or property recovered in connection with the pursuit of claims or causes of action arising under chapter 5 of the Bankruptcy Code, if any (the "Chapter 5 DIP Collateral"). No lien attaches to chapter 5 proceeds on an interim basis. The DIP superpriority claims granted under section 364(c)(1) are, however, payable from and have recourse to all assets of the debtors from entry of the interim order

Challenge Period

• The debtors' stipulations, admissions, and releases are irrevocably binding on the debtors upon entry of the interim order, and all challenges are irrevocably waived and relinquished as to the debtors effective as of the applicable petition date
• For any other party-in-interest, the stipulations, admissions and releases become binding on the estates and all parties in interest (including any chapter 7 or chapter 11 trustee) no later than the date that is 30 days from the formation of a creditors' committee, or in any event not more than 90 days following the petition date (the "Initial Challenge Period"), unless (a) a party-in-interest with proper standing conferred by order of the court has properly and timely filed an adversary proceeding challenging the amount, validity, enforceability, priority, perfection or extent of the prepetition obligations or the prepetition liens, or otherwise asserting claims, counterclaims, causes of action, objections, contests or defenses against the prepetition lenders on behalf of the estates, and (b) there is a final non-appealable order in favor of the plaintiff sustaining such challenge
• Nothing in the interim order vests or confers standing or authority on any person, including any creditors' committee, to pursue estate causes of action; a separate order conferring standing is a prerequisite to prosecuting a challenge
• If no challenge or standing motion is timely filed before expiration of the Initial Challenge Period, then without further order: the debtors' stipulations, admissions and releases become binding on all parties in interest; the prepetition obligations constitute allowed claims not subject to counterclaim, setoff, subordination, recharacterization, defense or avoidance for all purposes in these cases and any successor cases; the prepetition liens are deemed to have been and to be legal, valid, binding, perfected and of the stipulated priority as of the petition date, not subject to defense, counterclaim, recharacterization, subordination or avoidance; and the prepetition lenders and their agents, affiliates, subsidiaries, directors, officers, representatives, attorneys and advisors are not subject to any further challenge, with parties in interest enjoined from seeking to exercise the estates' rights
• If a challenge or standing motion is timely and properly filed, the releases, stipulations and admissions nonetheless remain binding and preclusive on all parties in interest, including any trustee, except as to findings and admissions expressly challenged with specificity in the original complaint; any claims or challenges not so specified are deemed forever waived, released and barred, including any amended or additional claims that could have been asserted through an amended complaint under Rule 15 or otherwise
• If, during the Initial Challenge Period, a committee or other third party files a motion for standing with a draft complaint identifying and describing all challenges, the period is tolled solely as to the challenges asserted in the draft complaint until three business days from entry of an order granting standing (the "Extended Challenge Period"); if standing is denied, the challenge period is deemed to have expired
• If the cases are converted to chapter 7 or a trustee is appointed prior to expiration of the Initial Challenge Period, such estate representative or trustee receives the full benefit of any remaining Initial Challenge Period or 10 days from appointment, whichever is greater
• The challenge periods for any Subsequent Debtors or any assignee under Section 9.4(c) of the DIP Credit Agreement commence (x) as of the date such Subsequent Debtor files its chapter 11 petition or (y) as of the date notice of the assignment and identity of the assignee is filed and served, and each such challenge period ends on the 30th day thereafter
• A committee, chapter 7 trustee, or chapter 11 trustee may use no more than $25,000 of the proceeds of the facility, the DIP collateral, or the prepetition collateral, including cash collateral, in the aggregate, solely to investigate, within the challenge period, claims, causes of action, adversary proceedings, or other litigation against the prepetition lenders concerning the legality, validity, priority, perfection, enforceability, or extent of their claims, liens, or interests

Budget and Reporting

• The approved budget was prepared by the debtors with the assistance of their professional advisors and management, and reviewed and approved by the DIP lenders, and sets forth the projected cash receipts and disbursements for the periods covered
• The budget may be modified, amended, and updated from time to time in accordance with the DIP Credit Agreement and, once approved in writing by the agent and DIP lenders, supplements and replaces the then-approved budget; if a revised budget is not approved in writing, the then-existing approved budget remains in full force and effect
• The agent and the DIP lenders may approve or decline any amendment or reforecast in their sole and absolute discretion
• A copy of any updated approved budget must be filed with the court within one business day after written approval by the agent
• The debtors must strictly comply with all reporting requirements in the DIP loan documents, including bi-weekly budget reports certified by an authorized officer. Each report must set forth an updated weekly budget (which does not become the approved budget unless the agent, at the direction of the Required Lenders, confirms in writing that it is acceptable) and a variance report showing actual cumulative cash receipts, disbursements and cash flows (excluding professional fees and expenses) for the most recent four-week period, with line-item and aggregate variances against the applicable approved budget. For the first three test periods after closing, testing is on a rolling two-week, three-week and four-week basis. Explanations are required for all variances in excess of 10% on an aggregate basis or in excess of $50,000 on a line-item basis. Proceeds of DIP loans are excluded from the variance calculation
• Receipts and disbursements of SuttonPark Capital LLC, SuttonPark Servicing LLC and their subsidiaries that are not reflected in the budget are reported to the DIP lenders through the reporting generated in the ordinary course and produced to those companies' other lenders

Liens and Priorities

• The DIP lenders are granted, subject solely to the carve-out and effective as of and from the petition date, valid, binding, enforceable, continuing, non-avoidable, and automatically perfected security interests and liens on all Debtor Assets, with the following priorities:
  • Pursuant to section 364(c)(2), first-priority liens on all Debtor Assets not subject to valid, perfected, and non-avoidable liens (other than liens granted under the DIP Credit Agreement) as of the closing date, June 9, 2026 (the "Unencumbered DIP Collateral"), and, subject to entry of the final order, on the Chapter 5 DIP Collateral. Note that the unencumbered-collateral test is measured as of the closing date, while the junior-lien test below is measured as of the petition date
  • Pursuant to section 364(d)(1), senior priming liens on each applicable DIP lender's Existing First-Priority DIP Collateral, senior to any lien securing the prepetition indebtedness (including the Dacian Claims and/or the National Founders Claims)
  • Pursuant to section 364(c)(3), junior liens on all other DIP collateral, subject only to valid, properly perfected, and non-avoidable liens in existence on the petition date
• Priming liens: each DIP lender individually receives first-priority priming liens securing an amount equal to such lender's ratable portion of the then-outstanding DIP loans, attaching solely to such lender's Existing First-Priority DIP Collateral in its capacity as a prepetition lender. To the extent proceeds are realized on account of a DIP lender's prepetition collateral also subject to a priming lien, such lender may elect, by notice to the agent and the debtors, not to have such proceeds applied against the priming lien and its portion of the DIP loan, and instead to apply such proceeds against the applicable prepetition indebtedness held by such lender or its affiliates.
• The DIP orders do not provide for non-consensual priming liens — the DIP lenders are only priming themselves
• Subject only to the carve-out, the DIP lenders are granted allowed superpriority administrative expense claims under section 364(c)(1), payable from and having recourse to all assets of the debtors, with priority in right of payment over all other obligations, liabilities, and indebtedness of the debtors, including claims of the kind specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 503(b), 507, 364(c)(1), 546(c), 726, or 1114 and, upon entry of the final order, sections 506(c) and 552(b)
• The interim order is sufficient and conclusive evidence of the priority, perfection, and validity of the postpetition liens granted, effective as of the petition date, without any further act or perfection step; the DIP lenders and prepetition lenders may nonetheless elect to effectuate any perfection act, including filing or recording a certified copy of the interim order
• Unless the Required Lenders provide prior written consent, no order may be entered authorizing (i) credit or indebtedness secured by a lien on any DIP collateral or entitled to administrative priority status senior to or pari passu with the DIP liens or superpriority claims, other than the carve-out, unless the DIP obligations are simultaneously paid or discharged in full, or (ii) the use of cash collateral for any purpose not permitted under the DIP loan documents and the interim order
• If the debtors or any trustee, examiner, or responsible officer subsequently obtains credit or incurs debt under sections 364(b), (c), or (d) in violation of the DIP loan documents or the interim order, all cash proceeds derived therefrom shall immediately be applied in accordance with the interim order, the DIP loan documents, and the DIP Loan Intercreditor Agreement
• Each DIP lender's interest in its respective prepetition collateral in which it or its affiliate holds a first-priority security interest in its capacity as a prepetition lender remains with such lender, and neither the agent nor any other DIP lender has authority to release, dispose of, or take any action with respect to such prepetition collateral without the prior written consent of the holder of such first-priority security interest
• To the extent the debtors generate proceeds from a sale or other disposition of Debtor Assets subject to the liens of more than one DIP lender and the affected lenders are unable to stipulate to the amount payable to each of them, the full amount of such proceeds shall be escrowed by the agent until further order of the court or stipulation among such lenders
• Subject to entry of the final order, all rights, options and remedies granted to the prepetition lenders or DIP lenders under any landlord or warehouseman waiver or consent delivered in connection with the prepetition obligations — including the right to access leased premises and the prepetition collateral — are deemed continuing, enforceable and binding on the landlords and other counterparties with respect to both the prepetition collateral and the DIP collateral

Adequate Protection

Pre-Petition Lenders

• Adequate protection is provided solely in the form of replacement liens and a superpriority administrative expense claim. The interim order provides no cash adequate protection payments, no reimbursement of prepetition lender fees or expenses, and no separate reporting obligations, notwithstanding that Section 8.1(b) of the DIP Credit Agreement includes an event of default for failure to make adequate protection payments "in accordance with the Financing Orders"
• Scope: the motion's relief requested seeks adequate protection for postpetition diminution in value of the prepetition lenders' interests in their Pre-Petition Collateral generally, arising from the debtors' sale, use or lease of that collateral (including cash collateral) and from the priming of the prepetition liens by the DIP liens. The interim order, however, grants adequate protection solely for diminution in value of the prepetition lenders' interests in the cash collateral; neither the adequate protection liens nor the adequate protection claim is keyed to diminution attributable to the priming itself
• Adequate Protection Liens: solely to the extent of any diminution in value of the prepetition lenders' interests in the cash collateral pursuant to sections 361 and 363(c) as of the petition date, valid and perfected replacement security interests in and liens on the prepetition collateral
  • Deemed valid, binding, enforceable, and fully perfected as of the applicable petition date and, subject to challenge, not subject to subordination or avoidance
  • Subject solely to the carve-out, the adequate protection liens (A) shall not be made subject to or pari passu with any lien or security interest by any court order in the cases (absent the prepetition lenders' consent); (B) upon entry of the final order, shall not be subject to section 506(c); (C) shall not be subject to sections 510, 549, or 550; and (D) no lien or interest avoided and preserved under section 551 shall be made pari passu with or senior to the adequate protection liens
• Adequate Protection Claim: to the extent the adequate protection liens do not adequately protect the diminution in value of the prepetition lenders' interests in the cash collateral, an allowed superpriority administrative expense claim under sections 503 and 507(b), on a dollar-for-dollar basis of the cash collateral used in accordance with the approved budget, with priority over all other administrative expense claims, priority claims and unsecured claims now existing or hereafter arising, including claims of the kinds specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 364, 365, 503(a), 503(b), 506(c) (upon entry of the final order), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 1114, subject only to the carve-out and to the DIP superpriority claims
• The prepetition lenders have consented to the adequate protection and to the priming of their respective prepetition liens; such consent is expressly conditioned upon entry of the interim order, does not extend to any other replacement or debtor-in-possession financing, and is of no force and effect if the DIP loan documents are not approved or the interim order is not entered (or is entered and subsequently reversed, modified, vacated, or stayed)
• Nothing in the interim order constitutes a finding that the prepetition lenders' interests are or will be adequately protected with respect to any non-consensual use of prepetition collateral, and each prepetition lender expressly reserves the right to seek adequate protection of its interests in its sole discretion

Waivers

• Subject to entry of the final order:
  • Section 506(c): no costs or expenses of administration incurred at any time in the chapter 11 cases or any successor cases shall be charged against the prepetition lenders or the DIP lenders, their respective claims, or the DIP collateral or prepetition collateral without the prior written consent of the DIP lenders (and no such consent shall be implied from any other action, inaction, or acquiescence)
  • Section 552(b): the prepetition lenders and DIP lenders are each entitled to all of the rights and benefits of section 552(b), and the "equities of the case" exception shall not apply with respect to proceeds, products, offspring, or profits of any of the prepetition collateral or DIP collateral
  • Marshaling: in no event shall the DIP lenders or the prepetition lenders be subject to the equitable doctrine of "marshaling" or any similar equitable doctrine with respect to the prepetition collateral or the DIP collateral. Separately, under the DIP Credit Agreement, the agent and the DIP lenders are not required to marshal any present or future DIP collateral, and the debtors have agreed not to invoke any law relating to the marshaling of collateral and irrevocably waive the benefits of any such laws.
• The interim order waives the 21-day provision of Bankruptcy Rule 6003(b), the notice requirements of Bankruptcy Rule 6004(a), and the 14-day stay of Bankruptcy Rule 6004(h). The motion's own request for relief seeks a waiver of Rules 6004(a) and 6004(h) only. With respect to the exercise of rights and remedies, the 14-day stay provisions of Bankruptcy Rules 6004(h) and 4001(a)(3) are separately waived. The interim order is effective immediately upon entry pursuant to Bankruptcy Rules 6004(g) and 7062 (the reference to 6004(g) appears to be intended as 6004(h))

Permitted Variance

• The debtors shall comply with the approved budget and shall not make any payments, or incur any obligations or liabilities, that are not projected and provided for in the approved budget, subject to the following variances:
  • Payments for any measuring period may not exceed 110% of the respective budgeted amounts, measured on an aggregate basis
  • Expenditures for estate professional fees may not exceed 100% of the amount allocated in the approved budget for such measuring period; the debtors may nonetheless incur estate professional fees and expenses exceeding the budgeted amount, and any favorable variance from a measuring period may be used to pay professional fees and expenses incurred in a different measuring period
  • Receipts for any measuring period may not be less than 90% of the budgeted amounts, on an aggregate basis
• Variances are measured and tested every other week based on a rolling four-week period; the first measuring period runs from the petition date to the date approximately two weeks thereafter
• Under Section 6.2 of the DIP Credit Agreement and the motion's Bankruptcy Rule 4001 chart, SuttonPark Capital LLC, SuttonPark Servicing LLC and its subsidiaries — whose cash receipts and disbursements are not otherwise captured in the budget and which are not recipients of New Pre-Petition Advances — may use such receipts to fund operations in the ordinary course of their businesses. This proviso appears in Section 6.2 and in the motion's chart; it does not appear in the interim order's permitted variance paragraph. The chart's version of the proviso also omits the "not recipients of New Pre-Petition Advances" condition that appears in Section 6.2

Milestones

• The debtors must strictly comply with the following milestones, measured from the petition date for the initial debtors, unless extended or waived in writing by the agent acting at the direction of the Required Lenders:
  • On the petition date, file the DIP motion seeking approval of the interim and final orders, in form and substance acceptable to the DIP lenders in all respects, and such other "first day" pleadings reasonably necessary for the commencement of the cases
  • Within two days, file a motion and any other necessary pleadings seeking to transfer venue of the involuntary petition filed against 777 Partners LLC in the U.S. Bankruptcy Court for the Southern District of Florida so as to consolidate venue before this court
  • Within five days, entry of the interim order, which shall be in full force and effect and not vacated, reversed, stayed, amended, or modified except as agreed in writing by the agent at the direction of the Required Lenders
  • On or before September 1, 2026, provide the DIP lenders a term sheet detailing the material terms and conditions of the chapter 11 plan, in form and substance satisfactory to the Required Lenders in their sole discretion
  • Within 30 days, entry of an order directing transfer of the SD Fla. case to this court for consolidation, or otherwise resolving its pendency on terms reasonably satisfactory to the Required Lenders
  • On or before September 23, 2026, the chapter 11 cases for the Subsequent Debtors shall be filed — this milestone appears only in the motion's Bankruptcy Rule 4001 summary chart and is not among the milestones enumerated in paragraph 9 of the interim order or in Section 8.1(o) of the DIP Credit Agreement
  • Within 35 days, entry of the final order in form and substance acceptable to the Required Lenders in all respects. The motion's chart and Section 8.1(o)(vi) add that the final order shall be in full force and effect, final and binding with respect to all debtors (including the Subsequent Debtors), and not vacated, reversed, stayed, amended or modified except as agreed in writing by the agent with the consent of the Required Lenders
  • Within 40 days, deliver to the DIP lenders a complete set of all documents comprising the proposed chapter 11 plan (the interim order states this milestone without qualification; the motion's chart and Section 8.1(o) add "in form and substance satisfactory to the Required Lenders in their sole discretion")
  • Within 55 days, file the chapter 11 plan and associated disclosure statement, along with a motion seeking approval of the disclosure statement and solicitation procedures and to set a confirmation hearing, in each case in form and substance satisfactory to the Required Lenders in their sole discretion (this qualifier appears in the interim order but not in the motion's chart or Section 8.1(o))
  • Within 90 days, entry of the order approving the disclosure statement, approving solicitation procedures, and setting a confirmation hearing, in form and substance acceptable to the Required Lenders
  • Within 130 days, entry of the confirmation order, in form and substance acceptable to the Required Lenders
  • Not later than 14 days following entry of the confirmation order, the effective date of the plan shall have occurred
• Failure to timely satisfy any milestone set forth in paragraph 9 of the interim order, unless waived in writing by the agent acting at the direction of the Required Lenders, constitutes an event of default under the interim order and under Section 8.1(c) of the DIP Credit Agreement, subject to the seven-day cure right in Section 8.1(c) and the notice and cure mechanics of Section 8.2. The interim order's introductory language permits milestones to be "extended" in writing by the agent; the concluding sentence refers to waiver; the motion's chart refers to extension or waiver "by the DIP Lenders"

Events of Default and Remedies

• The DIP Credit Agreement contains events of default the debtors describe as usual and customary for DIP financing. Among them, Section 8.1(g) provides that it is an event of default if the debtors — where there is sufficient professional fee and expense funding under the budget — take any action, or fail to take all reasonable actions, to oppose any third party's efforts to impair the agent's or DIP lenders' material rights, to avoid, subordinate, disallow or require disgorgement of amounts received on the DIP obligations, or to challenge the rights, liens or claims of the prepetition lenders; the required opposition expressly includes challenging standing, filing pleadings and providing evidentiary support, appearing in court, and prosecuting or opposing all available appeals. Section 8.1(b) makes failure to timely make any adequate protection payments required by the financing orders an event of default. In addition to the events of default set forth in Section 8.1, the interim order provides that each of the following constitutes an event of default, in each case subject to any applicable notice and cure periods set forth in the DIP Credit Agreement and Section 8.2 thereof:
  • The occurrence of the maturity date
  • Failure to comply with any of the bankruptcy milestones
  • The granting of relief from the automatic stay to any creditor or party-in-interest other than the DIP lenders or prepetition lenders, without their consent, to permit foreclosure (or a deed in lieu) on any material assets or other actions having a material adverse effect on the debtors or their estates
  • Any superpriority administrative expense claim or lien pari passu with or senior to the DIP lenders' claims, charges, or liens arising or being authorized or allowed
  • Any payment of principal or interest on account of prepetition indebtedness or payables, other than payments authorized by the court on pleadings in form and substance satisfactory to the DIP lenders in their sole discretion
  • Any DIP loan document ceasing to be valid or effective or being contested by the debtors
  • Failure to comply in any material respect with the interim or final order
  • Failure to comply with any affirmative covenant, or action in violation of any negative covenant, under the DIP loan documents
  • Assertion in any pleading that the guaranties in the DIP loan documents are not valid and binding
  • The DIP liens ceasing to be valid, perfected, and enforceable
  • Pursuit of a sale of any DIP collateral or prepetition collateral without the applicable lenders' written consent to the related process and bidding procedures
  • Entry of an order avoiding or requiring repayment of any portion of the payments made on account of the DIP obligations
• Upon the occurrence and during the continuance of an uncured or unwaived event of default: (i) the DIP lenders have no further obligation to make DIP loans or extend credit; (ii) all amounts outstanding may, at the DIP lenders' option, be accelerated and become immediately due and payable; (iii) the DIP lenders and prepetition lenders may immediately terminate the debtors' right to use cash collateral, provided the debtors may use cash collateral solely to fund the carve-out and pay expenses critical to the administration of the estates in accordance with the approved budget (subject to permitted variances); (iv) the debtors are bound by all post-default restrictions; and (v) the DIP lenders are entitled to charge the default rate
• Remedies Notice Period: the DIP lenders shall provide not less than five business days' advance written notice of the occurrence of any event of default, which may be delivered by electronic mail, to counsel to the debtors, the creditors' committee (if any), and the U.S. Trustee, and shall file such notice on the docket
  • Following service of an EOD notice, upon request of a party in interest, the court may hold a hearing prior to expiration of the remedies notice period; if a hearing cannot be scheduled before expiration, the period is deemed automatically extended until the matter can be heard
  • Nothing prevents the debtors from seeking appropriate relief from the court, including a determination that no event of default has occurred
  • Upon delivery of the EOD notice, the debtors shall turn over all proceeds of collection directly to the agent, and the DIP lenders may apply proceeds received into the lockbox or collection account to reduce the DIP obligations in any order at their sole discretion during the remedies notice period
• Cure and contest rights under the DIP Credit Agreement: the debtors have five business days after receipt of an EOD notice to (i) cure the identified event of default, or (ii) deliver a contest notice setting forth in reasonable detail the factual and legal basis for contesting the existence or validity of such default
  • No cure period applies to events of default arising under Section 8.1(f) (conversion or dismissal of case), Section 8.1(h) (DIP loan documents impaired), or Section 8.1(p) (financing orders), each of which constitutes an immediate event of default without notice or the passage of any cure or grace period
  • The debtors may not deliver more than one contest notice with respect to any single event of default or substantially similar default arising from the same or substantially similar facts
  • If a timely contest notice is delivered, the debtors have an additional period not to exceed five business days to resolve the contested default to the reasonable satisfaction of the Required Lenders
• During any cure period or contest period: the DIP lenders have no obligation to make DIP loans or fund any commitment; default interest accrues from and after the EOD notice date unless the debtors successfully contest the default; and only the agent's right to declare a termination of the DIP commitment and to accelerate is suspended — all other rights and remedies, including ceasing to fund, charging default interest, and exercising setoff, are unimpaired. Neither delivery of an EOD notice nor the running of a cure or contest period waives any rights as to that or any other default
• Section 8.3 of the DIP Credit Agreement provides a different remedies-notice construct than the interim order: seven days' written notice before enforcing the DIP liens or exercising remedies against the DIP collateral, with the DIP lenders under no obligation to fund during that period, and provides that at any hearing following such notice "the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an uncured Event of Default has occurred and is continuing," and that the debtors may not seek relief that would impair or restrict the agent's rights and remedies. The interim order instead provides a five-business-day Remedies Notice Period and expressly preserves the debtors' right to seek appropriate relief from the court. Paragraph 43 of the interim order and Section 9.21 of the DIP Credit Agreement provide that the interim order controls in the event of conflict
• Upon expiration of the remedies notice period, and unless otherwise ordered by the court, the prepetition lenders and DIP lenders are automatically and completely relieved from the effect of any stay under section 362 and any other restriction on the enforcement of their liens and rights, and the agent, at the direction of the DIP lenders, may exercise all rights and remedies provided in the interim order, the DIP loan documents, or applicable law, including setting off DIP obligations against DIP collateral or proceeds in its possession
• The debtors shall cooperate with the DIP lenders in the exercise of such rights and remedies and assist in effecting any sale or other disposition of the DIP collateral, including any sale under section 363 or assumption and assignment of contracts and leases under section 365, on terms acceptable to the DIP lenders. The rights and remedies of the DIP lenders and prepetition lenders are cumulative and not exclusive and may be exercised in whole or in part in any order.

Stipulations to Prepetition Liens and Claims

• As of the petition date, the debtors report at least $2,705,233,601.28 in prepetition funded-debt obligations. The principal facilities include the ACAP Holdco Facility ($891,235,612.59), the Knightsbridge (National Founders) facility ($1,187,113,090.59), the EFOA loan ($76,379,331.00), the SPS secured rated loan ($56,654,579.70), the ING Capital facility ($28,000,000.00), the Vida margin loan ($26,000,000.00), the ACAP unsecured facility ($25,037,805.82), the Thresher seller note ($19,342,782.41), the 777 revolver ($14,000,000.00), the 777 condo loan ($4,620,000.00), and the Leadenhall Master Facility (amount not stated). Schedule 1.3 to the DIP Credit Agreement details the individual prepetition loans, loan documents, collateral and status; nearly all are listed as in default or accelerated. The debtors state the DIP lenders' prepetition indebtedness far exceeds the expected value of the debtors' assets. Amounts are estimated and subject to reconciliation, exclude non-debtor affiliate obligations, and are not an admission of any balance owed
• The interim order contains stipulations by the debtors with respect to (i) the outstanding prepetition indebtedness as of the petition date; (ii) the validity, priority, enforceability, and non-avoidability of the prepetition liens on the prepetition collateral; (iii) the lack of any defense, counterclaim, offset, claim, or cause of action as to any of the prepetition indebtedness; and (iv) that neither the prepetition lenders nor the DIP lenders control (or have in the past controlled) the debtors or their properties or operations, have authority to determine the manner in which the debtors' operations are conducted, or are control persons or insiders of the debtors
• Among other things, the debtors stipulate and agree that:
  • Subject to the earlier of 30 days from the date the prepetition lenders deliver Schedule 1.3 to the debtors or entry of the final order, Schedule 1.3 to the DIP Credit Agreement contains a complete and accurate list of all prepetition indebtedness, accurately references the material operative prepetition loan documents, and accurately reflects the balance owed as of the dates specified therein
  • As a result of defaults and cross-defaults, all outstanding principal, accrued but unpaid interest, and all other obligations under the prepetition loan documents had been accelerated and were immediately due and payable, other than as expressly noted in Schedule 1.3, and interest (including default interest where applicable) and other charges and reimbursable expenses continue to accrue as provided in the prepetition loan documents
  • The prepetition indebtedness constitutes legal, valid, binding, and non-avoidable obligations, and no payment or transfer made to or for the benefit of any prepetition lender prior to the petition date is subject to avoidance, recharacterization, counterclaim, defense, offset, subordination, or other challenge
  • The prepetition indebtedness (other than where expressly noted as unsecured in Schedule 1.3) was secured by the prepetition collateral, which also includes the Dacian Pre-Petition Collateral, held separately by Dacian as described in and subject to Section 7.06(a) of the DIP Loan Intercreditor Agreement
  • The prepetition liens are legal, valid, binding, perfected, enforceable, first-priority liens securing the prepetition obligations, not subject to challenge, subordinate only to any senior liens of other prepetition lenders in the same prepetition collateral (where applicable) and the carve-out, and were duly perfected by, among other things, filing financing statements, mortgages, and deeds to secure debt and, where necessary, possession of the relevant instruments, control agreements, certificates, or other property
  • No omission of any claim, lien, security interest, or item of collateral of Dacian, the ACAP Holdco Lenders, or National Founders (or their respective affiliates) from the interim order, the DIP Credit Agreement (including Schedule 1.3), or the DIP Loan Intercreditor Agreement shall be deemed a waiver, release, satisfaction, discharge, impairment, subordination, recharacterization, or limitation of any such claim, lien, security interest, or collateral
  • In making the decision to finance the debtors' operations, permitting the use of cash collateral, administering the loans, approving the budget, or taking any action permitted by the interim order or the DIP loan documents, neither the DIP lenders nor the prepetition lenders shall be deemed in control of the debtors' operations, or to be acting as a "responsible person," "owner or operator," or part of any "control group," or to owe any fiduciary duty to the debtors, their creditors, shareholders or estates. Paragraph 31 separately provides that nothing in the interim order or the DIP loan documents imposes liability on the agent or DIP lenders for claims arising from the debtors' business operations or the administration of the cases, or renders them a "responsible person" or "owner or operator" under any environmental or similar law

Releases

• Effective immediately upon entry of the interim order, and subject solely to the challenge provisions applicable to parties other than the debtors, each debtor, on its own behalf and on behalf of its predecessors, successors, and assigns, voluntarily, knowingly, absolutely, unconditionally, and irrevocably releases, forever discharges, and acquits the agent, the prepetition lenders, the DIP lenders, any assignee thereof (as defined in Section 9.4(c) of the DIP Credit Agreement, including National Founders LP), and each of their respective representatives and affiliates (the "Released Parties") from any and all obligations, liabilities, claims, counterclaims, demands, defenses, offsets, debts, accounts, contracts, actions, and causes of action of any kind or nature, whether matured or unmatured, known or unknown, asserted or unasserted, foreseen or unforeseen, accrued or unaccrued, suspected or unsuspected, liquidated or unliquidated, pending or threatened, arising in law or equity, in contract or tort, under any state or federal law, or otherwise, in each case originating in whole or in part before the entry date of the interim order and arising from or relating to the DIP credit facility, the prepetition indebtedness, the DIP collateral, the prepetition collateral (including the Dacian prepetition collateral), the negotiation or execution of the DIP Credit Agreement or any DIP loan document or prepetition loan document, or the exercise of any rights and remedies thereunder
• The DIP Credit Agreement contains two distinct releases. Section 9.23(a) is a contractual release by each debtor of the agent, the prepetition lenders, the DIP lenders, any assignee and their representatives and affiliates, effective as of the closing date (June 9, 2026), covering all claims arising at any time on or prior to that date; it is not conditioned on the challenge period. Section 9.23(b) is a covenant that the financing orders will contain a release effective as of the interim order entry date, and provides that release "shall be subject to the rights of the Committee or any other party in interest under the Financing Orders and shall not become effective until the expiration of the applicable 'Challenge Period.'"
• Paragraph 33 of the interim order, however, makes the release effective immediately upon entry of the interim order, subject solely to the challenge provisions applicable to parties other than the debtors — a direct conflict with Section 9.23(b)'s deferred-effectiveness formulation. Paragraph 43 of the interim order and Section 9.21 of the DIP Credit Agreement provide that the interim order controls
• The debtors acknowledge and agree that as of the closing date they have no defense, counterclaim, offset, cross-complaint, claim, or demand of any kind that can be asserted to reduce or eliminate all or any part of their liability to repay the DIP obligations or the prepetition obligations owed to the prepetition lenders, or to seek affirmative relief or damages from any of the Released Parties
• Paragraph 28(c)(1) of the interim order refers to "the releases set forth in Paragraph 28 below"; the releases are at paragraph 33. Paragraph 33 also defines "Released Parties" twice within the same sentence

Indemnification

• The agent and the DIP lenders are found to have acted in good faith, without negligence or misconduct, in all respects in connection with the negotiation, implementation, and documentation of the facility and the transactions contemplated thereby, including the granting of the DIP liens
• The agent and the DIP lenders shall be indemnified as, and to the extent, provided in the DIP loan documents. The indemnity terms themselves are not set out in the interim order, and no cap or scope is stated there
• The debtors acknowledge that no defense exists, in contract, law, or equity, to any obligation to indemnify or hold harmless the agent or any DIP lender, and any such defense is waived
• The indemnification provisions survive termination of the DIP loan documents and repayment of the DIP obligations

Modification of the Automatic Stay

• The automatic stay under section 362(a) is modified as necessary to effectuate all of the terms and provisions of the interim order and the DIP loan documents, including the application of collections, authorization to make payments, granting of liens, and perfection of liens
• Paragraph 2(b) separately lifts the automatic stay to the extent necessary to permit the debtors to execute, deliver, perform and comply with the DIP loan documents and to pay all obligations incurred thereunder without further court approval
• Following the occurrence of an event of default and an appropriate opportunity for the debtors to obtain relief from the court, the automatic stay shall be vacated and modified to the extent necessary to permit the DIP lenders to exercise all rights and remedies in accordance with the DIP loan documents or applicable law

Cross-Collateralization

• The financing orders do not authorize, and the DIP facility does not provide for, any cross-collateralization of the debtors' funded debt. Note that the roll-up nonetheless converts up to $18.714 million of prepetition advances and prepetition indebtedness into DIP obligations secured by the DIP liens and entitled to the DIP superpriority claims, on a 3:1 basis and subject to challenge

Good Faith Finding

• The terms and conditions of the DIP loan documents, the provision of the facility, and the use of cash collateral and prepetition collateral were negotiated in good faith and at arm's length among the debtors, the prepetition lenders, and the DIP lenders with the assistance and counsel of their respective advisors
• The agent, the DIP lenders, the prepetition lenders, and each of their respective counsel, advisors, and consultants are granted a finding of "good faith" under section 364(e) and are entitled to all protections afforded thereunder; if any provision of the interim order is later modified, amended, vacated, or stayed, such action shall not affect the validity or enforceability of any advances previously made or any lien, claim, priority, or other protection authorized or created prior to the effective date of such modification, provided the interim order was not stayed pending appeal at the time
• Notwithstanding any stay, modification, amendment, supplement, vacatur, revocation or reversal of the interim order or the DIP loan documents, the failure to obtain a final order under Bankruptcy Rule 4001(c)(2), or the dismissal or conversion of any chapter 11 case, the DIP lenders retain all rights, remedies, privileges and benefits under section 364(e), the interim order and the DIP loan documents as of the date of any such event

Amendments to the DIP Loan Documents

• The debtors and DIP lenders are authorized to approve and implement any modification of the DIP loan documents in accordance with their terms, provided that any material modification or amendment that is materially adverse to the interests of the debtors or their estates, or to the interest of any prepetition lender, is subject to notice to counsel to the prepetition lenders, the U.S. Trustee and any creditors' committee, each of which has five business days from the date of such notice to object in writing (unless the noticed parties agree in writing to a shorter period)
• If no timely objection is raised within the five-day period, the modification or amendment becomes effective on expiration of the notice period; if a timely objection is interposed, the court resolves the objection before the modification or amendment becomes effective
• Under Section 9.22 of the DIP Credit Agreement, the DIP liens, lien priority, administrative priorities and other rights granted to the agent and DIP lenders may not be modified, altered or impaired by any other financing, extension of credit or incurrence of indebtedness, or by any dismissal or conversion of the cases, or by any other act or omission, except as specifically set forth in the financing orders

Other Provisions

• Discharge waiver: the DIP obligations, DIP superpriority claims and DIP liens are not discharged by entry of an order confirming a plan of reorganization, notwithstanding section 1141(d), unless indefeasibly paid in full in cash or otherwise discharged with the consent of the Required Lenders on or before the plan effective date
• Order controls: in the event of a conflict between the terms of the DIP loan documents or the prepetition loan documents and the terms of the interim order, the interim order governs. As among the DIP loan documents, the DIP Credit Agreement governs, except that the DIP Loan Intercreditor Agreement governs over the DIP Credit Agreement
• Survival and binding effect: the interim order's provisions survive entry of any order confirming a plan, converting any case to chapter 7, dismissing any case, or by which the court abstains, and the DIP liens, superpriority claims and other protections continue in full force until the DIP obligations are indefeasibly paid in full in cash and all commitments are terminated. Any order dismissing a case is deemed to provide, under sections 105 and 349, that the liens and security interests continue notwithstanding dismissal until the DIP obligations, adequate protection obligations and prepetition obligations are indefeasibly paid and satisfied in full, and that the court retains jurisdiction to enforce them
• Proofs of claim: notwithstanding any bar date order or conversion to chapter 7, neither the prepetition lenders nor the DIP lenders are required to file proofs of claim with respect to the prepetition obligations, adequate protection obligations or liens, DIP obligations, DIP liens or DIP superpriority claims; they may nonetheless elect to file, amend and supplement proofs of claim in their sole and absolute discretion
• Waiver of lender rights: the prepetition lenders and DIP lenders may waive any of the terms, rights and remedies provided in the interim order or the loan documents in their respective sole discretion, owe no duty to any other party with respect to the exercise or non-exercise of those rights, and no delay or failure to exercise constitutes a waiver. No consent required of the agent or any DIP lender may be implied from inaction or acquiescence, and no amendment, modification, suspension or waiver is effective unless in writing and signed
• Reservation of rights: the interim order is without prejudice to the prepetition lenders' and DIP lenders' rights to seek additional or different adequate protection, seek relief from the automatic stay, seek an injunction, oppose any request for use of cash collateral or other collateral, object to any sale of assets, and object to applications for allowance and payment of professional compensation
• Setoff: in addition to the setoff rights exercisable during an event of default, Section 9.9 of the DIP Credit Agreement grants the agent a continuing lien, security interest and right of setoff (subject to the financing orders and the carve-out) over all deposits, credits, collateral and property in the possession, custody, safekeeping or control of the agent or any affiliate, and the debtors knowingly, voluntarily and irrevocably waive any right to require the agent to exercise remedies against other DIP collateral before exercising its right of setoff
• No third-party rights; calculation of dates; retention of jurisdiction: except as explicitly provided, the interim order creates no rights for the benefit of any third party, creditor, equity holder or incidental beneficiary; all time periods are calculated in accordance with Bankruptcy Rule 9006(a); and the court retains exclusive jurisdiction over disputes arising from or related to the interpretation or enforcement of the interim order and the DIP loan documents
• Governing law: New York law and, to the extent applicable, the Bankruptcy Code, with jurisdiction in the bankruptcy court (or, if it lacks or does not exercise jurisdiction, any state or federal court in New York); the parties irrevocably waive trial by jury. Section 9.15 caps interest and other charges at the maximum lawful amount, with any excess applied to reduce principal