TapestryHealth - Chapter 11 DIP Terms

DIP Terms

DIP Commitments

• $19 million senior secured superpriority term loan facility from the debtors' prepetition lenders, comprised of:
  • Up to $7.4 million of new money delayed-draw term loans, all of which becomes available when the interim order is entered
  • Up to $11.7 million roll-up of prepetition obligations on a 3:1 basis. Each dollar of new money funded converts $3 of prepetition debt into roll-up loans, capped at $11.7 million before the final order. All remaining prepetition debt converts when the final order is entered.
• The proposed interim order would let the debtors request credit up to the full $19 million before the final order is entered; the term sheet caps funding requests at the $7.4 million interim amount until the final order is entered and at $19 million in total.
• The debtors may request draws no more than once a week, with a minimum of $500,000 per request, on three business days' written notice, and only in line with the approved budget. Repaid new money loans may not be reborrowed.
• The facility closes within two business days after the interim order is entered. The parties do not plan a separate credit agreement, and any credit agreement the debtors do sign must be filed with the court. The term sheet and the DIP orders govern the facility, and the DIP orders control in any conflict.

Borrower(s) / Guarantor(s)

• Tapestry Management Services, Inc., Tapestry Pharmacy Consulting LLC, Chess Medical, P.C., Chess Medicine PLLC, Tapestry Medical, P.C., Tapestry Medicine PLLC, Tapestry Health PLLC, Tapestry Telehealth PLLC, Emerald Fern Wellness PC, Rosewood Hills Healthcare PC and Topaz Bay Senior Health PC, as borrowers, jointly and severally liable for all DIP obligations
• Guarantors: None

Agent / Lender(s)

• LAGO Evergreen Credit, a Delaware statutory trust, as administrative and collateral agent. It is also the agent under both prepetition facilities.
• LAGO Evergreen Credit and LAGO Innovation Fund III, LLC (the two LAGO entities), which are the debtors' prepetition lenders, as DIP lenders

Background

• Tapestry Management Services, Inc. and its debtor affiliates are a physician-led, technology-enabled provider of remote medical services to residents of skilled nursing facilities through a facility-mediated care model. Services include chronic care management, behavioral health integration and remote physiologic monitoring. Most of their services involve non-face-to-face monitoring and care management, and their patients are elderly and disabled nursing facility residents in the Medicare program.
• Beginning in January 2026, the Centers for Medicare & Medicaid Services (CMS) began imposing 100% holds on Medicare payments to certain debtors without prior notice. In August 2026, TapestryHealth learned that CMS's Medicare administrative contractors had reversed approximately $925,000 of payments already remitted to the debtors, which overdrew their account. Days later, CMS notified certain debtors of a 100% payment suspension. In October 2026, the contractors reversed another $933,064 of payments involving debtors that had not yet received a suspension notice. The debtors say the suspensions and reversals pushed them to the brink of collapse.
• The debtors filed Chapter 11 in Delaware on Nov. 6, 2026, to pursue a sale. Most significantly, the facility hinges on early relief against CMS. The debtors must move within two days to enforce the automatic stay against CMS, and the budget makes all funding after week 3 depend on full milestone compliance, including getting that order by Nov. 17, 2026.
• The debtors negotiated the facility with their prepetition lenders. During those discussions, HGPS, LLC, formerly Getzler Henrich & Associates, found that the lenders would not consent to a priming or pari passu facility from a third party. It concluded that no third-party lender would lend on an unsecured, junior or priming basis without that consent. The debtors received one actionable proposal, from the DIP lenders. They say that without it they could not keep operating through the sale process and would be forced to liquidate.

Prepetition Capital Structure

• The motion puts funded secured debt at approximately $11.7 million as of the petition date, held by the two LAGO entities. The proposed interim order leaves the stipulated balances of the two facilities blank.
• Term loan: Aug. 15, 2025 loan and security agreement, with LAGO Evergreen Credit and LAGO Innovation Fund III as lenders and LAGO Evergreen Credit as agent
• ABL: Aug. 15, 2025 credit and security agreement providing revolving loans. Under a Sept. 4, 2026 loan purchase agreement, LAGO Evergreen Credit bought all of MidCap Funding IV Trust's interest as lender and agent and replaced MidCap as administrative agent.
• Under an Aug. 15, 2025 intercreditor agreement, the ABL and term loan liens rank pari passu on a single, combined collateral pool. The debtors stipulate that this pool covers substantially all of their personal property, including health-care-insurance receivables and rights and payments under their MSO documents. The debtors also stipulate that they are in default under both facilities.
• Under the proposed interim order, the intercreditor agreement is enforceable as a section 510 subordination agreement and continues to govern the prepetition lenders' relative rights. Both prepetition agents consent to the DIP facility for intercreditor purposes, and the DIP obligations do not count as ABL or term loan debt under that agreement.

Roll-Up

• All prepetition debt still outstanding rolls up when the final order is entered. The roll-up happens in three steps:
  • New money roll-up: each new money funding automatically converts, on a cashless basis, prepetition obligations equal to three times the amount funded. The converted debt becomes roll-up loans owed to the lenders that held it, and prepetition obligations fall dollar-for-dollar.
  • Creeping roll-up: from entry of the interim order, all cash, collections and proceeds of DIP collateral, including cash collateral, are applied dollar-for-dollar to the prepetition obligations until they are paid in full. Excluded are new money proceeds, funds in payroll accounts or held in trust for third parties to the extent then due under the budget, and proceeds that must be used to prepay the DIP. Amounts applied this way permanently reduce the prepetition debt and do not become DIP obligations.
  • Final roll-up: when the final order is entered, all prepetition obligations still outstanding convert into roll-up loans
• Roll-up loans bear the same interest and fees as new money and share its liens and superpriority claim on a pari passu basis. However, DIP collateral proceeds go first to new money until it is paid in full in cash. Each step is allocated pro rata between the ABL and term loan obligations unless the prepetition agent directs otherwise.
• The proposed interim order states that the lenders will provide new money only if the debtors agree to the roll-up. The roll-up is also a condition of the lenders' consent to priming and to use of cash collateral. The roll-up remains open to challenge. Adequate protection continues on any prepetition debt left outstanding after each step.

Interest Rate

• Term SOFR + 10% per annum on both new money and roll-up loans, paid in cash monthly in arrears on the first day of each month and at maturity
• Default Rate Increase: 3% per annum, paid in cash, applying automatically to all DIP obligations while an event of default continues
• The budget includes $347,904 of DIP interest, paid in the weeks ending Dec. 4, 2026 and Jan. 1, 2027.

Fees

• Commitment Fee: 2% of committed DIP loans, paid in full in cash when the interim order is entered
• Exit Fee: 1.5% of DIP loans, payable on any repayment or prepayment, in whole or in part, and at maturity
• Both fees are fully earned and non-refundable when due. The budget includes $380,000 of DIP commitment and exit fees in week 2.
• Lender Expenses: the debtors pay the reasonable, documented fees and expenses of the DIP and prepetition secured parties' professionals, whether incurred before or after the petition date. This includes one restructuring counsel, one local counsel and one financial advisor, and no fee applications are required. Under the proposed interim order, summary invoices go to the debtors, the U.S. Trustee and any committee, each of which has 10 days to object. Fees incurred through closing are paid at closing, subject to the same objection window. The budget includes $880,000 for lender professionals over the 13 weeks.

Maturity

• The earliest to occur of:
  • March 31, 2027
  • 35 days after the petition date, if the final order has not been entered by then
  • The effective date of a plan in any of the cases
  • Consummation of a section 363 sale of all or substantially all assets
  • Delivery of a termination declaration following an event of default
  • Conversion or dismissal of any case, or appointment of a Chapter 11 trustee or an examiner with expanded powers
• All DIP obligations are due in full in cash at maturity.

Milestones

• The term sheet requires a sale to close within 90 days of the Nov. 6, 2026 petition date and an order enforcing the automatic stay against CMS by Nov. 17, 2026. The milestones, measured from the petition date, are:
  • 2 days (or the next business day if that day is a weekend or legal holiday): file an emergency motion to enforce the automatic stay against CMS for Medicare payments billed on or after the petition date, which may take the form of a temporary restraining order or preliminary injunction. The debtors must also file a motion directing CMS to turn over estate property it holds.
  • 3 business days: interim order entered
  • 14 days: file a bidding procedures motion for a sale of all, substantially all or a portion of the assets
  • Nov. 17, 2026: CMS stay-enforcement order entered
  • 35 days: final order entered
  • 40 days: bidding procedures order entered, with sale notice served and published within three business days afterward
  • 70 days: bid deadline, with all bids delivered to the DIP agent within one business day
  • 75 days: auction concluded. This milestone does not apply if the debtors receive fewer than two qualified bids by the bid deadline.
  • 80 days: sale order entered
  • 90 days: sale closed
• Milestones may be extended with the DIP agent's written consent, which its counsel may confirm by email, and are subject to court availability. Under the budget, all funding after week 3 depends on meeting the milestones, including entry of the CMS order by Nov. 17, 2026.
• The motion asks the court to hold the final hearing no later than Dec. 4, 2026. The proposed interim order contemplates an interim hearing on Nov. 9, 2026.

Realignment

• Realignment is triggered if the CMS stay-enforcement order is not entered by Nov. 17, 2026, or if it later expires or is dissolved, reversed, vacated or stayed and is not restored within five days. The DIP agent may then, by written notice, end the approved budget immediately and replace it with a realignment budget attached to the notice.
• In that notice, the DIP agent may also elect to run a realignment sale process. If it does, the realignment budget must fund the sale process, and the debtors must hire an investment banker reasonably acceptable to the DIP agent. The milestones from final order entry through sale closing are then replaced by new milestones, and missing any of them is an event of default. Each runs from the trigger date, except that where the original sale milestone it replaces would require earlier performance, the earlier deadline governs, and extensions need the DIP agent's written consent. The new milestones are:
  • 2 business days: file a motion to amend the bidding procedures and sale timeline to fit these milestones
  • 7 days: order approving the amendment entered
  • 20 days: bid deadline
  • 3 business days after the bid deadline: auction concluded, or treated as satisfied if no auction is required
  • 2 business days after the earlier of the auction and the bid deadline: sale order entered
  • 7 days after the sale order: sale closed

Budget and Permitted Variance

• The 13-week budget covers the weeks ending Nov. 6, 2026 through Jan. 29, 2027. It projects $32.2 million of business receipts. Against that, it projects $16.1 million of operating disbursements, including $7.7 million of payroll, and $6.7 million of non-operating disbursements, including $4.4 million of Chapter 11 fees excluding lender professionals.
• Receipts start at $152,643 in week 1, run at $3 million a week in the weeks ending Jan. 8 through Jan. 22, 2027, and reach $11.2 million in the final week. The debtors begin with $227,938 of book cash, and the budget keeps the ending balance at $200,000 from week 2 onward.
• Week 2 (ending Nov. 13, 2026) shows $3.6 million of DIP funding, $2.9 million of operating disbursements and $380,000 of DIP fees. That week, $1.1 million is swept to prepetition debt. From week 3, receipts are swept to the DIP loan, $29.7 million in total. The budget schedules $22.6 million of total lender funding over the 13 weeks, while the term sheet caps new money at $7.4 million and bars reborrowing of repaid new money.
• The proposed interim order describes the initial approved budget as a three-week cash flow forecast, but the exhibit attached to it is a 13-week budget.
• Each Wednesday by 5 p.m. (prevailing Eastern Time), the debtors must give the DIP and prepetition agents a proposed updated budget for the next three weeks. The DIP agent may approve or reject it in its sole discretion, and the current budget stays in effect until a new one is approved.
• Permitted variances are tested at the end of each test period on a cumulative basis: week 1 alone, then weeks 1 and 2, then all weeks:
  • Receipts: actual aggregate cash receipts may not fall below 70% of cumulative forecast in the first week of a test period, 80% in the second week, or 90% from the third week on
  • Disbursements: week-over-week aggregate actual operating disbursements, excluding professional fees, may not exceed 110% of budget
• Weekly variance reports compare actual receipts and disbursements with the budget by line item and in aggregate. They are due by 5 p.m. (prevailing Eastern Time) each Wednesday, starting with the first full calendar week after the petition date. A new test period begins with each newly approved budget.

Carve Out

• Post Carve Out Trigger Notice Cap: $150,000
• Chapter 7 Trustee Fee: $25,000
• Under the proposed interim order, the carve-out also covers U.S. Trustee and court clerk fees. It also covers allowed fees of debtor and committee professionals incurred before the trigger notice, net of unapplied retainers. Those fees are capped for each professional at the amount budgeted through the earlier of the date of determination and the last day of the week in which the trigger notice is served. The cap is permanently reduced by fees each professional has actually received.
• Each week, the debtors fund a segregated professional fee reserve with the budgeted weekly professional fees, using cash on hand or new money proceeds. The reserve is held in trust for the professionals. Once a trigger notice is delivered, all cash on hand and all cash received afterward goes first to fund the reserve up to the full carve-out. The DIP and prepetition agents keep liens on any amount left over. The budget's escrowed Chapter 11 fees line stands at $1.96 million in the final week.
• The DIP agent may deliver a trigger notice while an event of default continues. Payments made after delivery reduce the carve-out dollar-for-dollar. Success and transaction fees of debtor or committee investment bankers and financial advisors are excluded from the carve-out and may be paid only from the proceeds of a completed sale, to the extent the court approves.
• The carve-out ranks senior to the DIP liens, the DIP superpriority claim, the adequate protection liens and claims, and all other liens on and claims against the collateral.
• Until a trigger notice is delivered, the debtors may pay allowed professional fees as budgeted under an interim compensation order without reducing the $150,000 post-trigger cap. Beyond funding the carve-out, the DIP and prepetition secured parties have no obligation to pay professional fees, and the carve-out does not increase if allowed fees exceed the amounts it covers.

Cash Collateral

• The debtors stipulate that all of their cash, wherever held, including deposit account balances, is prepetition collateral of the LAGO entities. The proposed interim order would authorize its use from entry of that order through the earlier of maturity and delivery of a termination declaration, solely in line with that order and the budget, other than cash that must be applied to the prepetition debt under the creeping roll-up; the motion asks for authority effective as of the petition date.
• The prepetition agent has consented to three things: priming of the prepetition liens, use of cash collateral, and subordination to the carve-out. The consent depends on entry of the interim order and the adequate protection it grants. It does not cover any other financing, use of cash collateral or priming.

Use of Proceeds

• Under the proposed interim order, DIP proceeds and cash collateral may be used only in line with the budget, subject to permitted variances, for:
  • Working capital and general operating purposes
  • Case administration costs, including allowed professional fees as budgeted
  • Fees, interest and expenses under the DIP documents
  • Adequate protection
• No proceeds or cash collateral may go to any non-debtor, other than ordinary-course payments for goods or services provided to the debtors under the budget.
• Collateral, cash collateral and the carve-out may not be used to:
  • Litigate against the DIP or prepetition secured parties, except to seek an emergency hearing during the remedies notice period
  • Make distributions under a plan that does not pay the DIP and prepetition obligations in full in cash, unless the DIP and prepetition agents consent
  • Pay more than $50,000 for any single settlement, or $150,000 in aggregate during the cases, without both agents' consent, unless the court orders otherwise. Any settlement, of any amount, with CMS, the U.S. Department of Health and Human Services, the U.S. Department of Justice or any other governmental authority or payor that affects the collateral requires the DIP agent's consent on the term sheet's not-unreasonably-withheld standard.
  • Object to or challenge the DIP or prepetition secured parties' claims, liens or interests, except through the committee investigation budget

Securities and Priorities

• Under the proposed interim order, the DIP agent receives automatically perfected liens under sections 364(c)(2), 364(c)(3) and 364(d) on all present and after-acquired real and personal property. These liens are junior only to the carve-out and to prepetition permitted liens, which are liens the prepetition documents allow to rank senior and that were valid and senior as of the petition date. They rank senior to the prepetition liens and to the adequate protection liens and claims. The prepetition lenders have consented to the priming.
• DIP collateral specifically includes all receivables, including amounts held, suspended, withheld or owed by CMS or its contractors, whether arising before or after the petition date. It also includes owned real property, commercial tort claims, deposit accounts, proceeds of section 549 claims and all prepetition collateral. It covers proceeds of real property leases but not the leases themselves, unless the lease documents allow it.
• The DIP obligations receive a section 364(c)(1) superpriority claim against each debtor, subordinate only to the DIP liens, the carve-out and prepetition permitted liens, with recourse to all pre- and postpetition property.
• The DIP liens cannot be challenged under sections 510, 549 or 550, survive conversion or dismissal, and rank ahead of any reclamation claim. No avoided lien preserved for the estate may rank pari passu with or senior to them.
• Existing prepetition control agreements, UCC filings and intellectual property filings are treated as DIP loan documents. The prepetition agent holds the control agreements also as agent and bailee for the DIP agent, which gets all of the controlling secured party's rights under them, including daily sweeps of collections to an account it designates.

Avoidance Actions

• Proceeds of Chapter 5 and section 724(a) avoidance actions (other than section 549 claims) become DIP collateral only once the final order approves it. The same applies to proceeds of the debtors' section 506(c) rights. Proceeds of section 549 claims are collateral under the interim order.

Adequate Protection

• To the extent their collateral loses value, the prepetition secured parties receive:
  • Replacement liens on all DIP collateral, junior only to the carve-out, the DIP liens and prepetition permitted liens. The ABL and term loan replacement liens rank pari passu with each other under the intercreditor agreement.
  • Section 507(b) superpriority claims, junior only to the carve-out and the DIP superpriority claim
• On the first business day of each month, the debtors pay in cash all accrued and unpaid interest on the prepetition obligations at the default contract rate. They also pay the prepetition agent's fees and expenses, including counsel (with Delaware counsel) and financial advisors. The budget includes $134,906 of prepetition lender interest over the 13 weeks.
• The prepetition lenders get access to the debtors' properties and books and records, and to their officers and financial advisors. They also receive copies of everything delivered to the DIP secured parties. They reserve the right to seek more adequate protection and to seek postpetition interest and fees under section 506(b).

Credit Bid

• Subject to section 363(k), the DIP agent may credit bid up to the full DIP obligations, including the roll-up loans, though the roll-up loans remain subject to challenge. The prepetition agent may credit bid up to the full prepetition obligations, also subject to challenge. Both rights apply in any section 363 sale, plan sale or Chapter 7 trustee sale under section 725, and each agent is treated as a qualified bidder.

Challenge Period, Stipulations and Releases

• The challenge deadline is 75 calendar days after entry of the interim order for all parties in interest, including any committee. If a Chapter 7 or Chapter 11 trustee is appointed before then, the deadline for the trustee alone becomes the later of that date and 30 days after the appointment. The prepetition agent may extend the deadline in its sole discretion, and the court may extend it for cause on a motion filed before it expires.
• A challenger must first obtain standing, which the order does not grant, and must plead each claim specifically. Challenges may target the amount, validity, perfection, priority or extent of the prepetition obligations and liens. They may also raise claims relating to the prepetition loan documents, the Sept. 4, 2026 ABL purchase agreement, the intercreditor agreement, the prepetition collateral, avoidance actions and the rolled-up prepetition debt.
• A successful challenge may reach the roll-up loans. It cannot affect the other DIP obligations, the DIP liens or the DIP superpriority claim. The section 364(e) protection for the roll-up loans gives way to any relief granted on a successful challenge.
• Committee professionals may spend up to $25,000 investigating, but not litigating, the prepetition obligations and liens.
• The debtors' stipulations bind them immediately. They stipulate that the prepetition obligations are valid and cannot be avoided, and that the prepetition liens are perfected and senior, subject only to prepetition permitted liens and the intercreditor agreement. They also stipulate that no other liens encumber the collateral and that the prepetition lenders are not insiders or control persons.
• The debtors release the DIP and prepetition secured parties (the LAGO entities). The release also covers their affiliates, parents, subsidiaries, officers, directors, shareholders, employees, attorneys, advisors, professionals and agents, past, present and future, and their predecessors, successors and assigns. It extends to all claims relating to the DIP facility and the prepetition loan documents and liens. That includes lender liability, equitable subordination, Bankruptcy Code claims and challenges to validity, priority or perfection. The debtors also waive any defense, counterclaim or setoff right against payment of the prepetition and DIP obligations. If no challenge succeeds, the stipulations bind all parties, the prepetition obligations are allowed claims, and the estates' claims against the released parties are barred.

Waivers

• Subject to entry of the final order:
  • Section 506(c): no costs of administration may be charged against the DIP or prepetition secured parties or their collateral
  • Section 552(b): the "equities of the case" exception does not apply
  • Marshaling: does not apply to the DIP or prepetition secured parties
• Discharge: under the proposed interim order, plan confirmation would not discharge, under section 1141(d), the DIP obligations, liens and superpriority claim or the adequate protection liens and claims, unless they are paid in full in cash by the effective date. The debtors may not propose or support a plan or sale that is not conditioned on full cash payment of the DIP obligations and the adequate protection superpriority claims.
• Until the DIP obligations are paid in full in cash and the commitments end, the debtors waive the right to seek, without the DIP agent's consent, any change to the interim order or any claim (other than the carve-out) equal or superior to the DIP superpriority claim. They also waive any order allowing use of cash collateral resulting from DIP collateral and any lien equal or superior to the DIP liens.

Mandatory Prepayments

• 100% of net cash proceeds of:
  • Sales or other dispositions of DIP collateral outside the ordinary course, immediately and subject to the carve-out. Such dispositions require the DIP agent's consent and a court order. Proceeds go first to the DIP obligations until paid in full, then to the prepetition obligations under the intercreditor agreement.
  • Debt the facility does not permit, immediately
  • Insurance and condemnation proceeds on DIP collateral, tax refunds and other extraordinary receipts, within two business days

Conditions Precedent

• Unless the DIP agent waives them, new money fundings require:
  • Timely delivery of a budget acceptable to the DIP agent
  • The DIP agent's satisfaction, in its sole discretion, with all due diligence
  • Entry of the interim order, plus the final order for any new money above the $7.4 million interim amount. Each must be satisfactory to the DIP agent and not reversed, stayed or changed without its consent.
  • No event of default continuing or resulting from the funding, and compliance with the DIP orders and milestones
  • Payment of all fees and expenses then due
  • Entry of a cash management order acceptable to the DIP agent
  • Receipt of a funding request

Covenants

• The debtors remain bound by the prepetition loan documents except where the DIP documents change them or they conflict with the Bankruptcy Code or a court order. Those documents include reporting, inspection, insurance, cash management (including daily cash sweeps), collateral maintenance, and regulatory and healthcare covenants.
• The debtors must also:
  • Give the DIP agent all DIP-related pleadings at least two business days before filing, or as soon as reasonably practicable
  • Follow the budget, subject to permitted variances
  • Hold weekly calls with the DIP agent and its advisors on the budget, the sale process and the cases
  • Insure the collateral, naming the DIP agent as loss payee
  • Keep the cash management system the DIP agent has agreed to
• The debtors may not hire an investment banker or financial advisor except on terms acceptable to the DIP agent. Any success or transaction fee must be payable only from sale proceeds at closing.
• The debtors may not settle with CMS, the U.S. Department of Health and Human Services, the U.S. Department of Justice or any other governmental authority or payor on matters affecting the collateral without the DIP agent's consent, which under the term sheet may not be unreasonably withheld; the proposed interim order's matching restriction on use of collateral for such settlements incorporates the term sheet's consent standard.
• The debtors must deliver all reporting required under the prepetition and DIP documents, plus monthly operating reports. They must give the agents and their advisors reasonable access to premises, books, management and advisors, subject to privilege and HIPAA protections for patient information.

Events of Default and Remedies

• After an event of default, the DIP agent may send a termination declaration by email. Without further court order, it ends all commitments, makes the DIP obligations immediately due, starts default interest and allows the carve-out trigger notice. Five business days later, the DIP and prepetition agents may exercise all remedies, including foreclosure, unless the court orders otherwise.
• During that five-business-day remedies notice period, the debtors may use cash collateral only for two purposes. The first is payroll and other expenses the DIP agent agrees are critical to preserving the business and patients' health and safety, as budgeted. The second is funding the professional fee reserve. Any party in interest may seek an emergency hearing, and the agents consent to it being heard on an emergency basis. A request made before the period ends extends the period until the court rules.
• Unless waived by the DIP agent, events of default include:
  • Breach of the term sheet or the interim order, including going outside permitted budget variances or failing to deliver variance reports or other reporting when due
  • Any new default under the prepetition loan documents after the petition date, excluding defaults known on or before that date
  • The interim or final order ceasing to be effective, or being reversed, stayed, vacated or changed without the DIP agent's consent
  • A debtor motion for, or entry of an order approving, financing or cash collateral use that both agents have not consented to, unless it repays the DIP and prepetition obligations in full in cash
  • A debtor motion for, or entry of an order approving, a senior or pari passu lien or claim, or a section 506(c) surcharge
  • A plan or sale motion that does not pay the DIP obligations in full in cash or is otherwise unacceptable to the DIP agent
  • Dismissal or conversion, or appointment of a Chapter 11 trustee, receiver or examiner with expanded powers, or a debtor motion seeking any of these
  • Stay relief allowing another creditor to enforce a lien on DIP collateral worth more than $50,000
  • Any debtor action against the DIP or prepetition secured parties, or challenge to their claims or liens
  • Termination, rejection, suspension or material amendment of any material contract
  • Suspension or revocation of any material license or permit
  • Payment of prepetition claims beyond what the budget and a court order acceptable to the DIP agent allow
  • Missing the realignment milestones after a realignment sale election

Other Terms

• Amendments: the debtors and the DIP agent may amend the DIP documents without a court order. The exception is any amendment that increases commitments, raises interest or fees (other than default interest) or shortens maturity. Those must be filed, and the U.S. Trustee and any committee have five business days to object.
• Indemnification: the debtors indemnify the DIP and prepetition secured parties under the DIP documents and, mutatis mutandis, the prepetition term loan agreement. Losses from gross negligence or willful misconduct are excluded. Indemnity obligations count as DIP obligations.
• Assignment: the DIP agent and lenders may assign or sell participations in their interests without the debtors' consent.
• Proofs of claim: the DIP and prepetition secured parties do not need to file proofs of claim. The debtors' stipulations count as a timely proof of claim for the prepetition lenders.