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Los Angeles, California 90013

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Email: sam.newman@sidley.com

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SIDLEY AUSTIN LLP

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (pro hac vice pending)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

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Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS INC., et al.1

 Debtors.

Chapter 11

Case No. 23-80016 (SGJ)

(Joint Administration Requested)

(Emergency Hearing Requested)

DEBTORS’ EMERGENCY MOTION FOR ENTRY OF

INTERIM AND FINAL ORDERS (I) AUTHORIZING THE 

DEBTORS TO USE CASH COLLATERAL; (II) GRANTING 

ADEQUATE PROTECTION TO PREPETITION TERM LOAN 

SECURED PARTIES; (III) MODIFYING AUTOMATIC STAY; 

(IV) SCHEDULING A FINAL HEARING; AND (V) GRANTING RELATED RELIEF

Emergency relief has been requested. Relief is requested not later than 9:30 a.m. prevailing Central 

Time on December 21, 2023.

If you object to the relief requested or you believe that emergency consideration is not warranted, 

you must appear at the hearing if one is set, or file a written response prior to the date that relief is 

requested in the preceding paragraph. Otherwise, the Court may treat the pleading as unopposed 

and grant the relief requested.

1 The Debtors in this chapter 11 case, together with the last four digits of the Debtor’s federal tax identification number, 

are: Impel Pharmaceuticals Inc. (8238) and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ service 

address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119.

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A hearing will be conducted on this matter on December 21, 2023 at 9:30 am prevailing Central 

Time in Courtroom 1, floor 14, 1100 Commerce Street, Dallas, TX 75242-1496.

Participation at the hearing will only be permitted by an audio and video connection.

Audio communication will be by use of the Court’s dial-in facility. You may access the facility at 

1.650.479.3207. Video communication will be by use of the Cisco WebEx platform. Connect via the 

Cisco WebEx application or click the link on Judge Jernigan’s home page. The meeting code is 479 

393 582. Click the settings icon in the upper right corner and enter your name under the personal 

information setting.

Hearing appearances must be made electronically in advance of electronic hearings. To make your 

appearance, click the “Electronic Appearance” link on Judge Jernigan’s home page. Select the case 

name, complete the required fields and click “Submit” to complete your appearance.

1. The debtors and debtors in possession in the above-captioned chapter 11 cases

(collectively, the “Debtors”) state as follows in support of this motion:

Preliminary Statement

2. The Debtors require access to and use of cash collateral (the “Cash Collateral”) to

maintain operations and to administer these chapter 11 cases, both of which will preserve value 

for all stakeholders. The Debtors are a commercial-stage biopharmaceutical company with a 

mission to develop transformative therapies for people suffering from diseases with high unmet 

medical needs, including the acute treatment of migraine headaches via Impel’s flagship drug—

Trudhesa. In this role, the Debtors are responsible for the payment of all operational expenses, 

including, but not limited to, employee wages, taxes, insurance, vendors or other general unsecured 

creditors creditor costs, repair costs, and other capital expenditure costs, and failure to pay these 

obligations could affect the ability of the operational company to continue doing business. Thus, 

absent authority to use Cash Collateral the Debtors could be forced to undertake drastic measures, 

such as shuttering operations, which would result in the loss of virtually all of the Debtors’ income

and cause irreparable harm to the Debtors’ estates. Because the Debtors’ use of Cash Collateral 

during the pendency of these chapter 11 cases is essential to preserve and maintain the goingCase 23-80016-sgj11 Doc 14 Filed 12/20/23 Entered 12/20/23 02:44:11 Desc Main

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concern value of their business, the Debtors respectfully request the Court grant them the authority 

to use Cash Collateral according to the terms set forth herein.

Relief Requested

3. The Debtors seek entry of an interim order, substantially in the form of the proposed 

interim order filed with this Motion (the “Interim Order”) and, after a Final Hearing, the Final 

Order (each as defined below), granting, among other things, the following relief:

a) authorizing the Debtors, pursuant to sections 105, 361, 362, 363, 503 and 

507 of the Bankruptcy Code, to (i) use cash collateral, as such term is 

defined in section 363(a) of the Bankruptcy Code, in accordance with the 

terms of the Interim Order and (ii) grant adequate protection to the 

Prepetition Term Loan Secured Parties (as defined below);

b) modifying the automatic stay imposed by section 362 of the Bankruptcy 

Code to the extent necessary to implement and effectuate the terms and 

provisions of the Interim Order;

c) subject to entry of a Final Order, the waiver of all rights to surcharge any 

Prepetition Collateral or Collateral under section 506(c) of the Bankruptcy 

Code;

d) subject to entry of a Final Order, for the “equities of the case” exception 

under section 552(b) of the Bankruptcy Code to not apply to any of the 

Prepetition Term Loan Secured Parties with respect to the proceeds, 

products, offspring, or profits of any of the Prepetition Collateral or 

Collateral under section 552(b) of the Bankruptcy Code or any other 

applicable principle of equity or law;

e) waiver of any applicable stay with respect to the effectiveness and 

enforceability of the Interim Order (including a waiver pursuant to 

Bankruptcy Rule 6004(h)); 

f) granting related relief, granting related relief, including scheduling a final 

hearing (the “Final Hearing”) within thirty-five (35) calendar days after the 

Petition Date to consider entry of the Final Order granting the relief 

requested in the Motion on a final basis. 

Jurisdiction 

4. The United States Bankruptcy Court for the Northern District of Texas (the 

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core 

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proceeding pursuant to 28 U.S.C. § 157(b). The Debtors confirm their consent, pursuant to rule 

7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the Court’s entry 

of a final order in connection with this motion.

5. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

6. The bases for the relief requested herein are sections 105(a), 361, 362, 363, and 507

of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Bankruptcy Rule

4001, rules 4001-1 and 9013-1 of the Bankruptcy Local Rules for the Northern District of Texas 

(the “Bankruptcy Local Rules”), and section B of the Procedures for Complex Chapter 11 Cases 

in the Northern District of Texas.

Background of the Debtors

7. Impel Pharmaceuticals Inc. (“Impel”) is a commercial-stage biopharmaceutical 

company with a mission to develop transformative therapies for people suffering from diseases 

with high unmet medical needs, including the acute treatment of migraine headaches via Impel’s 

flagship drug—Trudhesa.

8. On December 20, 2023 (the “Petition Date”), each Debtor filed a voluntary petition 

for relief under chapter 11 of the Bankruptcy Code. A detailed description of the Debtors and their 

business, including facts and circumstances giving rise to these chapter 11 cases is set forth in the 

First Day Declaration,2filed contemporaneously with this motion and incorporated by reference 

herein.

2 Capitalized terms used but not otherwise defined in this motion shall have the meanings ascribed to them 

in the Declaration of Brandon Smith, Chief Restructuring Officer of the Debtors, in Support of the Debtors’ 

Chapter 11 Proceedings (the “First Day Declaration”).

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9. The Debtors are operating their businesses and managing their properties as debtors 

in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with 

the filing of this motion, the Debtors have requested procedural consolidation and joint 

administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No party has 

requested the appointment of a trustee or examiner in these cases, and no statutory committee has 

been appointed. 

10. The Debtors have worked expeditiously with the Prepetition Term Loan Secured 

Parties (as defined below) to negotiate the consensual Interim Order. Through the Interim Order, 

the Prepetition Term Loan Secured Parties have consented to the use of their cash collateral to 

fund the Debtors' in-court sale process and these chapter 11 cases. Notably, the Prepetition Term 

Loan Secured Parties and Debtors have agreed that following the consummation of the Debtors' 

contemplated sale of all or substantially all of their assets, a portion of the sale proceeds shall be 

distributed to the Prepetition Term Loan Secured Parties, and a portion shall be retained by the 

Debtors to fund a liquidating chapter 11 plan on terms to be agreed by the Debtors and Prepetition 

Term Loan Secured Parties.

Summary Use of Cash Collateral3

11. Pursuant to, and in accordance with, Bankruptcy Rule 4001(c) and the Procedures 

for Complex Cases in the Northern District of Texas, the following is a concise statement of certain 

material provisions of the Interim Order:

Material Term Summary

Parties with an Interest in 

Cash Collateral 

Interim Order ¶ E(2)

Oaktree Fund Administration, LLC, as Administrative Agent (the 

“Prepetition Term Loan Administrative Agent”) and the lenders 

from time to time party thereto (such lenders, the “Prepetition 

3 Capitalized terms used but not otherwise defined in this summary shall have the meanings ascribed to 

them in the Interim Order. 

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Material Term Summary

Term Loan Lenders” and, together with the Prepetition Term 

Loan Administrative Agent, the “Prepetition Term Loan Secured 

Parties”).

Purposes for Use of Cash 

Collateral 

Interim Order ¶ H

The Debtors seek to use Cash Collateral in accordance with the 

terms set forth in the Interim Order to, among other things, (A) 

pay certain adequate protection payments; (B) pay the costs of 

administration of their estates, including the payment of 

professional fees and expenses; and (C) to satisfy other working 

capital and general corporate needs of the Debtors

Approved Budget 

Exhibit 1 to the Interim 

Order; ¶ 3

The Debtors seek authorization to use Cash Collateral for the 

purposes set forth in the forecast attached to the Interim Order as 

Exhibit 1 (the “Approved Budget”) for the initial two-week (2-

week) period set forth in the Approved Budget, and each rolling 

two-week period thereafter (the “Budget Period”).

Budget Testing. Except as otherwise provided herein, the Debtors 

may only use Cash Collateral in accordance with the Approved 

Budget, subject to Permitted Variances (as defined below), and in 

accordance with the Interim Order. Variances for each week shall 

be reported by no later than the subsequent Thursday following 

such week (each such date, a “Testing Date”). On or before 

8:00 p.m. (prevailing Central time) on each Testing Date, the 

Debtors shall prepare and deliver to the Prepetition Term Loan 

Administrative Agent and its advisors, for the benefit of itself and 

the Prepetition Term Loan Secured Parties, in form and substance 

reasonably satisfactory to the Prepetition Term Loan Advisors (as 

defined below), a variance report and reconciliation 

(the “Variance Report”) setting forth for the week just ended: 

(i) the Debtors’ actual disbursements (the “Actual 

Disbursements”) on a line-by-line and aggregate basis; (ii) the 

Debtors’ actual cash receipts (the “Actual Cash Receipts”) on a 

line-by-line and aggregate basis; (iii) a comparison (whether 

positive or negative, in dollars and expressed as a percentage) for 

the Actual Cash Receipts (and each line item thereof) and the 

Actual Disbursements (and each line item thereof) to the amount 

of the Debtors’ projected cash receipts (and each line item 

thereof) and projected disbursements (and each line item thereof), 

respectively, as set forth in the Approved Budget for the 

applicable week; (iv) a comparison (whether positive or negative, 

in dollars and expressed as a percentage) covering the applicable 

testing period, as set forth in Paragraph 3(e) of the Interim Order, 

setting forth the Actual Cash Receipts (and each line item thereof) 

and the Actual Disbursements (and each line item thereof) against 

the amount of the Debtors’ projected cash receipts (and each line 

item thereof) and projected disbursements (and each line item 

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Material Term Summary

thereof) for the applicable testing period and any permitted carryforward of variances as permitted by Paragraph 3(e) of the Interim 

Order, respectively, as set forth in the Approved Budget for such 

Budget Period; and (v) as to each variance contained in the 

Variance Report, an indication (on a line item basis) as to whether 

such variance is temporary or permanent and an analysis and 

explanation in reasonable detail for any variance.

Professional Fee Reserve Account. Upon entry of the Interim 

Order, the Debtors are authorized and directed to fund a 

segregated account of the Debtors designated by the Debtors for 

such purpose for the sole purpose of reserving for and paying 

unpaid Allowed Professional Fees (as defined in paragraph 5(b) 

in the Interim Order) (the “Professional Fee Reserve Account”). 

The Professional Fee Reserve Account shall be held for the 

benefit of Estate Professionals (defined below) and shall not be 

property of the Debtors’ estates. On a weekly basis and solely up 

to the amounts set forth for Estate Professionals (as defined 

below) for each such week in the Approved Budget, the Debtors 

shall fund the Professional Fee Reserve Account (such amounts, 

the “Reserve Amounts”), and such Reserve Amounts may be 

applied from time to time to pay the Allowed Professional Fees 

prior to any and all other claims. If, after payment in full of all 

Reserve Amounts on account of Allowed Professional Fees, the 

Professional Fee Reserve Account has not been reduced to zero, 

all remaining funds shall be returned to the Debtors for 

distribution in accordance with a further order of this Court. For 

the avoidance of doubt, the Debtors’ obligation to pay Allowed 

Professional Fees shall not be limited or deemed limited to funds 

held in the Professional Fee Reserve Account.

Permitted Variance. The Debtors shall not permit, (i) during any 

week prior to the closing date of a sale transaction for all or a 

substantial portion of the Debtors’ assets, the Total Outflows (as 

defined in the Approved Budget) to have a negative variance in 

excess of 10% (with negative variance meaning, for the avoidance 

of doubt, that Total Outflows are greater than the projected Total 

Outflows for the applicable period on a cumulative basis), 

(ii) during any week following the closing date of a sale 

transaction for all or a substantial portion of the Debtors’ assets, 

the Total Outflows (as defined in the Approved Budget) to have a 

negative variance in excess of 15% (with negative variance 

meaning, for the avoidance of doubt, that Total Outflows are 

greater than the projected Total Outflows for the applicable period 

on a cumulative basis) or (iii) Total Inflows (as defined in the 

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Material Term Summary

Approved Budget) to have a negative variance in excess of 10% 

(with negative variance meaning, for the avoidance of doubt, that 

Total Inflows is less than the projected Total Inflows on a 

cumulative basis for the three-week period prior to the applicable 

Testing Date (with the first such Testing Date for Total Inflows 

occurring in week 4 of the Initial Approved Budget for the first 

three weeks of the Initial Approved Budget) (such deviations, 

the “Permitted Variances”); provided that, any positive 

disbursements variance may be carried over to the immediately 

subsequent (but not any other) week to offset any negative 

disbursements variance for such week. For the avoidance of 

doubt, the cash disbursements considered for determining 

compliance with the variance requirements hereunder shall 

exclude the Debtors’ disbursements in respect of (x) the 

restructuring professional fees of the Debtors, any Committee, 

and the Prepetition Term Loan Secured Parties on account of 

professional fees under paragraph 4(d) of the Interim Order and 

(y) the fees of the Office of the United States Trustee (the “U.S. 

Trustee”); provided that the aggregate payments on account of 

such restructuring professional fees and U.S. Trustee fees shall 

not exceed the aggregate amounts for such fees provided in the 

Approved Budget through the applicable budget period.

Update of Budget. By no later than 8:00 p.m. (prevailing Central 

Time) on the second (2nd) business day before the end of each 

Budget Period (or as otherwise consented to by the Prepetition 

Term Loan Administrative Agent), the Debtors shall deliver to the 

Prepetition Term Loan Advisors (as defined below), for the 

benefit of itself and the Prepetition Term Loan Secured Parties, a 

rolling 13-week cash flow forecast of the Debtors in the form of 

the Initial Approved Budget (each, a “Proposed Budget”), which 

Proposed Budget (including any subsequent revisions to any such 

Proposed Budget), upon written approval by the Prepetition Term 

Loan Administrative Agent in its sole discretion, shall become the 

Approved Budget. In the event the conditions for the most 

recently delivered Proposed Budget to constitute the Approved 

Budget are not met as set forth herein, the prior Approved Budget 

shall remain in full force and effect; provided, however, in the 

event the Prepetition Term Loan Administrative Agent does not 

approve a Proposed Budget within three (3) business days of its 

delivery, the Debtors may request an emergency hearing with the 

Court (but on not less than three (3) business days’ written notice 

to the Prepetition Term Loan Administrative Agent) to seek Court 

approval of the Proposed Budget for purposes of the Interim 

Order. When required under the terms of the Interim Order, the 

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Material Term Summary

consent or approval of the Prepetition Term Loan Administrative 

Agent may be communicated via email to the Debtors or their 

professionals by the Prepetition Term Loan Advisors.

Miscellaneous. For the avoidance of doubt, except as otherwise 

set forth in the Approved Budget, Cash Collateral may not be used 

by, or to pay the fees, costs, or expenses of, any of the Debtors’ 

affiliated non-debtor entities.

Events of Default and 

Termination

Interim Order ¶ 7

a) A Final Order acceptable to the Debtors and the Prepetition 

Term Loan Administrative Agent is not entered by the Court 

by 11:59 p.m. on the date that is 35 days after the Petition 

Date;

b) The violation of any material term of the Interim Order by the 

Debtors that is not cured within five (5) business days of 

receipt by the Debtors of notice from the Prepetition Term 

Loan Administrative Agent of such default, violation, or 

breach (which may be provided to the Debtors by email);

c) Entry of any order modifying, reversing, revoking, staying, 

rescinding, vacating, or amending the Interim Order without 

the express written consent of the Prepetition Term Loan 

Administrative Agent;

d) These Chapter 11 Cases are dismissed or converted to a case 

under chapter 7 of the Bankruptcy Code, or without the 

express written consent of the Prepetition Term Loan 

Administrative Agent, a trustee under chapter 11 of the 

Bankruptcy Code, an examiner with expanded powers or a 

responsible officer or similar person is appointed in these 

Chapter 11 Cases, or these Chapter 11 Cases are transferred 

or there is a change of venue, or the Debtors file any motion, 

pleading or proceedings (or supports any such motion, 

pleading or proceeding filed by a third party) seeking or 

consenting to the granting of any of the foregoing relief, or 

any order is entered granting any of the foregoing relief;

e) Other than with respect to the Bid Protections, and except in 

connection with a motion for debtor in possession financing 

or any order entered in connection therewith, in each case, on 

terms acceptable to the Prepetition Term Loan Administrative 

Agent, the Debtors file any motion, pleading, or proceeding 

(or solicits, supports, or encourages any other party to file any 

motion, pleading, or proceeding) seeking or consenting to the 

granting of, or an order is entered granting, any lien or other 

interest pari passu with or senior to any of the Prepetition 

Term Loan Liens, Adequate Protection Liens or Adequate 

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Material Term Summary

Protection Superpriority Claims granted to the Prepetition 

Term Loan Secured Parties under the Interim Order, or any 

order of the Court is entered reversing, staying for a period in 

excess of three (3) business days, vacating or otherwise 

amending, supplementing, or modifying the Interim Order in 

a manner adverse to the Prepetition Term Loan Secured 

Parties, in each case without the written consent of the 

Prepetition Term Loan Administrative Agent;

f) The Debtors file any motion, pleading, or proceeding (or 

support any motion, pleading or proceeding filed by a third 

party) seeking or consenting to, or an order is entered 

granting, (i) the invalidation, subordination, or other challenge 

to the Prepetition Term Loan Secured Indebtedness, the 

Prepetition Term Loan Liens, the Adequate Protection Liens, 

or the Adequate Protection Superpriority Claims or (ii) any 

relief under sections 506(c) or 552 of the Bankruptcy Code 

with respect to any Prepetition Collateral or any Collateral, 

including the Cash Collateral, or against any of the Prepetition 

Term Loan Secured Parties, in each case without the written 

consent of the Prepetition Term Loan Administrative Agent;

g) Other than as expressly permitted in the Interim Order, the 

Debtors file any motion, pleading or proceeding (or support 

any motion, pleading or proceeding filed by a third party) 

seeking or consenting to the granting of, or an order is entered 

granting, relief which could reasonably be expected to result 

in a material impairment of the rights or interests of the 

Prepetition Term Loan Secured Parties (except any motion or 

other pleading otherwise expressly permitted by the Interim 

Order) and such motion, pleading, proceeding or order is not 

withdrawn or vacated within three (3) business days after 

notice thereof is delivered to the Debtors;

h) The entry by this Court of an order granting relief from the 

automatic stay imposed by section 362 of the Bankruptcy 

Code to any entity other than the Prepetition Term Loan 

Secured Parties (i) with respect to the Prepetition Collateral or 

the Collateral having a value greater than $350,000 without 

the written consent of the Prepetition Term Loan 

Administrative Agent or (ii) authorizing any party to proceed 

against any asset having a fair market value of at least 

$350,000 of the Debtors (other than insurance) or that would 

adversely affect in any material respect the Debtors’ ability to 

operate their businesses in the ordinary course, without the 

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Material Term Summary

written consent of the Prepetition Term Loan Administrative 

Agent;

i) Unless consented to by the Prepetition Term Loan 

Administrative Agent, the entry of a subsequent order of the 

Court (i) terminating the Debtors’ use of Cash Collateral or 

(ii) authorizing the use of Cash Collateral by any non-Debtor 

affiliate of the Debtors;

j) The failure by the Debtors to make any payment required 

pursuant to the Interim Order when due that is not cured 

within three (3) business days of receipt by the Debtors of 

notice from the Prepetition Term Loan Administrative Agent 

or the Prepetition Term Loan Advisors of such failure (which 

may be provided to the Debtors by email);

k) The failure by the Debtors to deliver to the Prepetition Term 

Loan Administrative Agent or the Prepetition Term Loan 

Advisors any of the documents or other information required 

to be delivered to such applicable party pursuant to the Interim 

Order when due, or any such documents or other information 

shall contain a material misrepresentation, and in either case, 

such failure or misrepresentation is not cured within three (3) 

business days after notice thereof is delivered to the Debtors;

l) The failure by the Debtors to comply in any material respect 

with the Approved Budget, subject to the Permitted 

Variances, or the Interim Order that is not cured within three 

(3) business days of receipt by the Debtors of notice from the 

Prepetition Term Loan Administrative Agent or the 

Prepetition Term Loan Advisors of such default, violation, or 

breach (which may be provided to the Debtors by email);

m) The Debtors, without the written consent of the Prepetition 

Term Loan Administrative Agent, enter into a restructuring 

support or similar agreement which contemplates the filing of 

a chapter 11 plan that would impair any Prepetition Term 

Loan Secured Parties, but only if the relevant provisions in the 

restructuring support or similar agreement have not been 

removed or the restructuring support or similar agreement has 

not been terminated as to all parties within five (5) business 

days upon the Debtors’ execution of such restructuring 

support or similar agreement; provided, however, that after a 

Termination Declaration Date arising as a result of paragraph 

7(m) of the Interim Order, but before the Termination Date in 

connection therewith, the Debtors shall be permitted to cure a 

Termination Event pursuant to paragraph 7(m) of the Interim 

Order; provided, further, that nothing shall prejudice the rights 

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Material Term Summary

of the Prepetition Term Loan Secured Parties to object to any 

chapter 11 plan that provides for the reinstatement of the 

Prepetition Term Loan Secured Indebtedness pursuant to 

section 1124 of the Bankruptcy Code, which rights shall be 

fully preserved (for the avoidance of doubt, the Debtors’ entry 

into a restructuring support or similar agreement that 

contemplates the filing of a chapter 11 plan seeking 

reinstatement of the Prepetition Term Loan Secured 

Indebtedness pursuant to section 1124 of the Bankruptcy 

Code would not trigger a Termination Event pursuant to 

paragraph 7(m) of the Interim Order);

n) The Debtors, without the written consent of the Prepetition 

Term Loan Administrative Agent, shall file, amend, pursue, 

or support (either directly or indirectly) any chapter 11 plan 

that proposes treatment that would impair any Prepetition 

Term Loan Secured Parties, but only if such plan, amendment 

thereto, or support thereof, is not withdrawn within five (5) 

business days; provided, however, that after a Termination 

Declaration Date arising as a result of paragraph 7(n) of the 

Interim Order, but before the Termination Date in connection 

therewith, the Debtors shall be permitted to cure a 

Termination Event pursuant to paragraph 7(n) of the Interim 

Order; provided, further, that nothing shall prejudice the rights 

of the Prepetition Term Loan Secured Parties to object to any 

chapter 11 plan that provides for the reinstatement of the 

Prepetition Term Loan Secured Indebtedness pursuant to 

section 1124 of the Bankruptcy Code, which rights shall be 

fully preserved (for the avoidance of doubt, the Debtors’ filing 

of a chapter 11 plan seeking reinstatement of the Prepetition 

Term Loan Secured Indebtedness pursuant to section 1124 of 

the Bankruptcy Code would not trigger a Termination Event 

pursuant to this paragraph 7(n));

o) The entry of an order of this Court approving the terms of any 

senior secured or pari passu debtor in possession financing 

that is entered into by the Debtors without the written consent 

of the Prepetition Term Loan Administrative Agent;

p) The Debtors file any motion, pleading or proceeding seeking 

approval for the sale of any material portion of its assets 

without the consent of the Prepetition Term Loan 

Administrative Agent and such motion, pleading, proceeding 

or order is not withdrawn or vacated within three (3) business 

days after notice thereof is delivered to the Debtors;

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Material Term Summary

q) Any stalking horse asset purchase agreement (the “Stalking 

Horse APA”), or any asset purchase agreement of a bidder 

who is approved as the winning bidder following an auction 

for a material portion of the assets subject to the Stalking 

Horse APA, is terminated in accordance with its terms on 

account of the termination or non-renewal of a different 

material contract of the Debtors;

r) The Debtors file any motion, pleading, or proceeding seeking 

to assume or reject any material executory contract or 

unexpired lease without the prior written consent of the 

Prepetition Term Loan Administrative Agent;

s) The entry of any post-petition judgment against the Debtors 

in excess of $350,000 in the aggregate (not including amounts 

covered by insurance) the enforcement of which is not 

otherwise stayed by the Bankruptcy Code or otherwise;

t) The Debtors shall be enjoined from conducting any material

portion of their businesses, any material disruption of the 

business operations of the Debtors shall occur (other than as a 

result of these Chapter 11 Cases), or any material damage to 

or loss of material assets of the Debtors shall occur that is not 

otherwise covered by insurance;

u) The Debtors file any motion, pleading, or proceeding (or 

support any motion, pleading, or proceeding filed by a third 

party) seeking or consenting to the granting of, or an order is 

entered granting, any termination and/or shortening, reduction 

of, or other modification to, the Debtors’ exclusive period to 

file and/or solicit a chapter 11 plan pursuant to the Bankruptcy 

Code (collectively, the “Exclusive Periods”) or the Debtors 

otherwise do not seek to extend the Exclusive Periods if and 

when applicable, in each case, unless otherwise agreed by the 

Prepetition Term Loan Administrative Agent;

v) Any (i) entry by the Debtors into any settlement or other 

agreement or (ii) motion, proceeding, or other action is 

commenced or supported by the Debtors seeking, or otherwise 

consenting to any settlement or other agreement without the 

consent of the Prepetition Term Loan Administrative Agent;

w) Any of the applicable Debtors fail to satisfy their reporting 

obligations under the Interim Order that is not cured within 

five (5) business days of receipt by the Debtors of notice from 

the Prepetition Term Loan Administrative Agent of such 

default, violation or breach (which may be provided to the 

Debtors by email); and

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Material Term Summary

x) (x) The failure of the Debtors to meet any of the deadlines (or 

such later dates as may be approved by the Prepetition Term 

Loan Administrative Agent) set forth on Exhibit 2 to the 

Interim Order (collectively, the “Milestones”).

Adequate Protection 

Interim Order ¶ 4

The Prepetition Term Loan Administrative Agent, for the benefit 

of itself and the other the Prepetition Term Loan Parties, are 

granted the following through the Interim Order: 

• Adequate Protection Liens. Pursuant to Bankruptcy Code 

sections 361(2) and 363(c)(2), and subject in all cases to 

the Carve Out, effective as of the Petition Date and in each 

case perfected without the necessity of the execution by 

the Debtors (or recordation or other filing) of security 

agreements, control agreements, pledge agreements,

financing statements, mortgages or other similar 

documents, or by possession or control by the Prepetition 

Term Loan Administrative Agent or any other party, the 

Debtors are authorized to grant, and hereby are deemed to 

have granted, to the Prepetition Term Loan Administrative 

Agent, for the benefit of itself and the other Prepetition 

Term Loan Secured Parties, Adequate Protection Liens on 

(i) the Prepetition Collateral and (ii) Collateral, subject 

only to the Permitted Prior Liens and the Carve Out, in 

which case the Adequate Protection Liens shall be 

immediately junior in priority to such Permitted Prior 

Liens and to the Carve Out; notwithstanding the 

foregoing, the Collateral shall exclude the Professional 

Fee Reserve Account (other than with respect to the 

residual interest therein provided in the Interim Order) and 

all claims and causes of action arising under any section 

of chapter 5 of the Bankruptcy Code (other than claims 

and causes of action arising under section 549 of the 

Bankruptcy Code) (the “Avoidance Actions”), but, subject 

to entry of a Final Order, shall include any and all 

proceeds of and other property that is recovered or 

becomes unencumbered as a result of (whether by 

judgment, settlement, or otherwise) any Avoidance Action 

(“Avoidance Proceeds”).

• Adequate Protection Superpriority Claims. To the extent 

provided by sections 503(b) and 507(b) of the Bankruptcy 

Code, the Debtors are authorized to grant, and hereby are 

deemed to have granted effective as of the Petition Date, 

to the Prepetition Term Loan Administrative Agent, for 

the benefit of itself and the Prepetition Term Loan Secured 

Parties, allowed superpriority administrative expense 

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Material Term Summary

claims in these Chapter 11 Cases ahead of and senior to 

any and all other administrative expense claims in these 

Chapter 11 Cases to the extent of any Diminution in Value 

(the “Adequate Protection Superpriority Claims”), junior 

only to the Carve Out and the termination fee and expense 

reimbursement approved by the Court in favor of JN 

Bidco LLC (the “Stalking Horse Bidder”) in substantially 

the forms included in Sections 9.3(a) and 9.3(b), 

respectively, of that certain Asset Purchase Agreement 

dated as of December 18, 2023 by and between the 

Stalking Horse Bidder and Impel Pharmaceuticals Inc. 

(the “Bid Protections”). Subject to the Carve Out and the 

Bid Protections, the Adequate Protection Superpriority 

Claims shall not be junior or pari passu to any other 

administrative claims against the Debtors and shall have 

priority over all now or hereinafter incurred administrative 

expense claims against the Debtors, including, without 

limitation, administrative expense claims of the kinds 

specified in or ordered pursuant to sections 105, 326, 328, 

330, 331, 365, 503(a), 503(b), 506(c) (subject to entry of 

the Final Order), 507(a), 507(b), 546(c), 726, 1113 and 

1114 of the Bankruptcy Code; provided that any recovery 

against Avoidance Proceeds shall be subject to entry of a 

Final Order.

• Fees and Expenses. As additional adequate protection, the 

Debtors shall, and are authorized and directed to, pay in 

full in cash and in immediately available funds: (i) within 

five (5) business days after the Debtors’ receipt of 

invoices therefor, (a) the professional fees, expenses and 

disbursements (including, but not limited to, the 

professional fees, expenses and disbursements of counsel 

and other third-party consultants and/or experts, including 

financial advisors) incurred prior to the Petition Date by 

the Prepetition Term Loan Administrative Agent 

(including, without limitation, reasonable fees, expenses 

and disbursements incurred by Sullivan & Cromwell LLP, 

as primary counsel, and Bracewell LLP, as local counsel, 

collectively, the “Prepetition Term Loan Advisors”) and 

(b) the reasonable fees, expenses and disbursements of 

Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, 

Weiss”), as counsel to certain of the Prepetition Term 

Loan Secured Parties, incurred prior to the Petition Date, 

(ii) subject to the notice provisions in paragraph 26 of the 

Interim Order, (a) the reasonable fees and expenses 

incurred on and after the Petition Date by the Prepetition 

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Material Term Summary

Term Loan Administrative Agent, including the fees and 

expenses of the Prepetition Term Loan Advisors 

(including, without limitation, professional fees, expenses 

and disbursements of counsel) and (b) the reasonable fees, 

expenses and disbursements of Paul, Weiss incurred on 

and after the Petition Date; provided that the aggregate 

amount of the fees, expenses and disbursements of Paul, 

Weiss authorized and payable pursuant to the Interim 

Order (including under subparagraph (i)(b) above) shall 

not exceed $25,000. ((i) and (ii) collectively, the 

“Adequate Protection Payments”). None of the foregoing 

fees, expenses and disbursements shall be subject to 

separate approval by this Court or require compliance with 

the U.S. Trustee guidelines, and no recipient of any such 

payment shall be required to file any interim or final fee 

application with respect thereto or otherwise seek the 

Court’s approval of any such payments.

• Reporting. The Debtors shall use reasonable best efforts 

to comply with those reporting requirements described 

infra Reporting Interim Order ¶ (4)(d).

• Other Covenants. The Debtors shall maintain their cash 

management arrangements in a manner consistent with 

this Court’s order(s) granting the Debtors’ cash 

management motion unless otherwise consented to by the 

Prepetition Term Loan Lenders. The Debtors shall 

continue ordinary course practices to maintain good 

standing under the jurisdiction in which each Debtor and 

each of its subsidiaries is incorporated or organized and 

continue to operate the business in the ordinary course of 

business customary in the normal course of ordinary 

operations consistent with past practice taking into 

account these Chapter 11 Cases and the funding available 

under the Approved Budget unless otherwise consented to 

by the Prepetition Term Loan Lenders. The Debtors shall 

not sell, lease (other than existing leases) or otherwise 

dispose of any assets with an aggregate fair market value 

in excess of $50,000 in any single transaction or series of 

related transactions outside the ordinary course of 

business, without the prior written consent of the 

Prepetition Term Loan Administrative Agent (with email 

from the Prepetition Term Loan Advisors to Debtors’ 

counsel being sufficient) or order of the Bankruptcy Court. 

The Debtors shall not assume or reject any material 

contract, or seek authority of the Bankruptcy Court to 

assume or reject any material contract, without first 

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Material Term Summary

consulting with the Prepetition Term Loan Advisors. The 

Debtors shall continue to comply in all respects with those 

covenants contained in the Prepetition Term Loan Credit 

Agreement, in each case as in effect on the Petition Date, 

solely with respect to the preservation of rights, 

qualifications, licenses, permits, privileges, franchises, 

governmental authorizations and intellectual property 

rights, in each case, that are material to the conduct of the 

business and the maintenance of properties and insurance. 

Without the prior written consent of the Prepetition Term 

Loan Secured Parties (email being sufficient) or a prior 

order of the Bankruptcy Court (provided that the Debtors 

shall first consult with the Prepetition Term Loan 

Administrative Agent and Prepetition Term Loan Secured 

Parties prior to seeking such order), the Debtors shall not 

(i) enter into, terminate, or otherwise modify any material 

operational contract, lease or other arrangement other than 

in the ordinary course of business, (ii) make any payment 

to any officer or employee of the Debtors out of the 

ordinary course of business, (iii) agree to, or incur, any 

material increase in the compensation payable or to 

become payable to any officer or employee of the Debtors, 

or (iv) materially increase the benefits of any such officer 

or employee. The Debtors shall cooperate in good faith 

and coordinate with the Prepetition Term Loan Secured 

Parties with respect to any transactions to be taken in these 

Chapter 11 Cases and provide counsel to the Prepetition 

Term Loan Secured Parties (including, for the avoidance 

of doubt, the Prepetition Term Loan Advisors and Paul 

Weiss) with a reasonable opportunity under applicable 

circumstances to review draft copies of all substantive 

pleadings and proposed orders to be filed in these Chapter 

11 Cases.

• Miscellaneous. 

o Except for (i) the Carve Out, (ii) Bid Protections, 

and (iii) as otherwise provided as Adequate 

Assurance, the Adequate Protection Liens and 

Adequate Protection Superpriority Claims granted 

to the Prepetition Term Loan Secured Parties 

pursuant to the Adequate Assurance provided for 

in the Interim Order shall not be subject, junior, or 

pari passu, to any lien or security interest that is 

avoided and preserved for the benefit of the 

Debtors’ estates under the Bankruptcy Code, 

including, without limitation, pursuant to 

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Material Term Summary

section 551 or otherwise, and shall not be 

subordinated to or made pari passu with any lien, 

security interest or administrative claim under the 

Bankruptcy Code, including, without limitation, 

pursuant to section 364 or otherwise in these 

Chapter 11 Cases or any Successor Case.

o The Adequate Protection Liens are deemed 

automatically perfected as of the Petition Date 

without the necessity of recording same and 

without further notice or order. The Prepetition 

Term Loan Administrative Agent shall not be 

required to file any UCC financing statements or 

other instruments (or to take any other action) to 

perfect such Adequate Protection Liens.

o The automatic stay provisions of section 362 of the 

Bankruptcy Code and any other restriction 

imposed by an order of the Court or applicable law 

are hereby modified to the extent necessary to 

permit the Prepetition Term Loan Administrative 

Agent to perform any act authorized or permitted 

under or by virtue of the Interim Order including, 

without limitation, to take any act to create, 

validate, evidence, attach or perfect any of the 

Adequate Protection Liens and to receive any 

payments expressly authorized by the Interim 

Order with respect to the Prepetition Term Loan 

Secured Indebtedness or adequate protection.

• Right to Seek Additional Adequate Protection. The

Interim Order is without prejudice to, and does not 

constitute a waiver of, expressly or implicitly, the rights of 

any of the Prepetition Term Loan Secured Parties to 

request further or alternative forms of adequate protection 

at any time or the rights of the Debtors or any other party 

to contest such request. Subject to the Carve Out, nothing 

herein shall impair or modify the application of 

section 507(b) of the Bankruptcy Code in the event that 

the adequate protection provided to the Prepetition Term 

Loan Secured Parties is insufficient to compensate for any 

Diminution in Value of their interests in the Prepetition 

Collateral during these Chapter 11 Cases or any Successor 

Case. Nothing contained herein shall be deemed a finding 

by the Court, or an acknowledgment by any of the 

Prepetition Term Loan Secured Parties that the adequate 

protection granted herein does in fact adequately protect 

any of the Prepetition Term Loan Secured Parties against 

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Material Term Summary

any Diminution in Value of their interests in the 

Prepetition Collateral (including the Cash Collateral)

507(b) Superpriority 

Claim 

Interim Order ¶ 4(b)

The Debtors are authorized to grant to the Prepetition Term Loan 

Administrative Agent, for the benefit of itself and the Prepetition 

Term Loan Secured Parties, allowed superpriority administrative 

expense claims in these Chapter 11 Cases ahead of and senior to 

any and all other administrative expense claims in these Chapter 

11 Cases to the extent of any Diminution in Value (the “Adequate 

Protection Superpriority Claims”), junior only to the Carve Out. 

Subject to the Carve Out, the Adequate Protection Superpriority 

Claims shall not be junior or pari passu to any other 

administrative claims against the Debtors and shall have priority 

over all now or hereinafter incurred administrative expense claims 

against the Debtors, including, without limitation, administrative 

expense claims of the kinds specified in or ordered pursuant to 

sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c) 

(subject to entry of the Final Order), 507(a), 507(b), 546(c), 726, 

1113 and 1114 of the Bankruptcy Code; provided that any 

recovery against Avoidance Proceeds shall be subject to entry of 

a Final Order.

Cash Management 

Interim Order ¶ 4(e)

The Debtors shall maintain their cash management arrangements 

in a manner consistent with the Court’s order(s) granting the 

Debtors’ cash management motion unless otherwise consented to 

by the Prepetition Term Loan Lenders.

Interim Carve-Out 

Interim Order ¶ 5

Notwithstanding anything to the contrary herein, the Debtors’ 

obligations to the Prepetition Term Loan Secured Parties, and the 

liens, security interests and superpriority claims granted by the

Interim Order or under the Prepetition Term Loan Documents, 

and the payment of all such obligations, shall be subject and 

subordinate in all respects to payment of the following fees and 

expenses: (a) the payment of unpaid fees required to be paid to 

the Clerk of the Court and to the U.S. Trustee pursuant to 

28 U.S.C. § 1930(a); (b) reasonable fees and expenses up to 

$25,000 incurred by a trustee under section 726(b) of the 

Bankruptcy Code; (c) to the extent allowed at any time, whether 

by interim order, procedural order, or otherwise, but subject to 

final allowance by the Court, all unpaid fees and expenses (the 

“Allowed Professional Fees”) incurred by persons or firms 

retained by the Debtors pursuant to section 327, 328, or 363 of the 

Bankruptcy Code (the “Debtor Professionals”), and any official 

Committee (the “Committee Professionals” and, together with the 

Debtor Professionals, the “Estate Professionals”) at any time 

before the delivery by the Prepetition Term Loan Administrative 

Agent of a Carve-Out Trigger Notice (defined below) and without 

regard to whether such fees and expenses are provided for in any 

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Material Term Summary

Approved Budget or were invoiced after the Carve-Out Trigger 

Notice Date (the amounts set forth in this clause (c) being the “Pre 

Carve-Out Trigger Notice Cap”); and (d) the Allowed 

Professional Fees of Debtor Professionals in an aggregate amount 

not to exceed $350,000, less the amount of any retainer held by 

such Estate Professional and not previously returned or applied to 

fees and expenses, incurred on or after the first business day 

following delivery by the Prepetition Term Loan Administrative 

Agent of the Carve-Out Trigger Notice to the extent allowed at 

any time, whether by interim order, procedural order, or 

otherwise, but subject to final allowance by the Court, (the 

amount set forth in this clause (d) being the “Debtor Post CarveOut Trigger Notice Cap”); (e) Allowed Professional Fees of 

Committee Professionals in an aggregate amount not to exceed 

$75,000 incurred on or after the first business day following 

delivery by the Prepetition Term Loan Administrative Agent of 

the Carve-Out Trigger Notice to the extent allowed at any time, 

whether by interim order, procedural order, or otherwise, but 

subject to final allowance by the Court (the amount set forth in 

this clause (e) being the “Committee Post Carve-Out Trigger 

Notice Cap” and together with the Debtor Post Carve-Out Trigger 

Notice Cap, such amount, the “Post Carve-Out Trigger Notice 

Cap” and the Pre Carve-Out Trigger Notice Cap together with the 

Post Carve-Out Trigger Notice Cap and the amounts set forth in 

clauses (a) and (b), the “Carve-Out Cap”) (the foregoing clauses 

(a) through (e), collectively, the “Carve-Out”). The term “CarveOut Trigger Notice” shall mean a written notice stating that the 

Post-Carve-Out Trigger Notice Cap has been invoked, delivered 

by hard copy or email by the Prepetition Term Loan 

Administrative Agent or the Prepetition Term Loan Advisors to 

lead bankruptcy counsel for the Debtors, the U.S. Trustee, 

Prepetition Term Loan Secured Parties, and counsel to the 

Committee, if any, which notice may be delivered following the 

occurrence and during the continued existence of a Termination 

Event (as defined herein) under the terms of the Interim Order. 

The term “Carve-Out Trigger Notice Date” shall mean the day on 

which a Carve-Out Trigger Notice is delivered by the Prepetition 

Term Loan Administrative Agent or Prepetition Term Loan 

Advisors, as applicable. On the Carve-Out Trigger Notice Date, 

the Carve-Out Trigger Notice shall constitute a demand to the 

Debtors to transfer cash in an amount equal to the Carve-Out Cap 

(which shall be determined by the applicable Estate Professional 

in its reasonable discretion based on the amount of then-unpaid 

Allowed Professional Fees plus a reasonable estimate of fees and 

expenses not yet allowed) less any amount then held in the 

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Material Term Summary

Professional Fee Reserve Account to the Professional Fee 

Reserve Account. 

Immediately following receipt of a Carve-Out Trigger Notice, and 

prior to the payment of any Prepetition Term Loan Secured 

Indebtedness or Adequate Protection Superpriority Claims, Bid 

Protections, or Adequate Protection Payments, the Debtors shall 

be required to deposit into the Professional Fee Reserve Account 

cash in an amount equal to the difference between the Carve-Out 

Cap and the balance held in the Professional Fee Reserve Account 

as of the Carve-out Trigger Notice Date. Notwithstanding 

anything to the contrary herein or in the Prepetition Term Loan 

Documents, following delivery of a Carve-Out Trigger Notice, 

the Prepetition Term Loan Agent shall not sweep or foreclose on 

cash (including cash received as a result of the sale or other 

disposition of any assets) of the Debtors until the Professional Fee 

Reserve Account has been fully funded as permitted above in an 

amount equal to all applicable obligations benefitting from the 

Carve-Out. Any payment or reimbursement made to any Estate 

Professional in respect of any Allowed Professional Fees prior to 

the delivery of the Carve-Out Trigger Notice shall not reduce the 

Carve-Out. 

The Debtors shall use funds held in the Professional Fee Reserve 

Account to pay Estate Professional fees as they become allowed 

and payable pursuant to interim or final orders from the Court; 

provided, that the Debtors’ obligations to pay the allowed fees and 

expenses of the Estate Professionals shall not be limited or 

deemed limited to funds held in the Professional Fee Reserve 

Account. The amounts in the Professional Fee Reserve Account 

shall be available only to satisfy Allowed Professional Fees and 

other amounts included in the Carve-Out until such amounts are 

paid in full. Notwithstanding anything to the contrary herein, 

(i) the failure of the Professional Fee Reserve Account to satisfy 

in full the amount set forth in the Carve-Out shall not affect the 

priority of the Carve-Out and (ii) in no way shall the Carve-Out, 

the Professional Fee Reserve Account, or any Approved Budget 

be construed as a cap or limitation on the amount of the Allowed 

Professional Fees due and payable by the Debtors or that may be 

allowed by the Court at any time (whether by interim order, final 

order, or otherwise). All funds in the Professional Fee Reserve 

Account shall be used first to pay all obligations benefitting from 

the Pre Carve-Out Trigger Notice Cap, until paid in full, and then 

the obligations benefitting from the Post Carve-Out Trigger 

Notice Cap. The amount in the Professional Fee Reserve Account 

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Material Term Summary

shall be reduced on a dollar-for-dollar basis for Allowed 

Professional Fees that are paid after the delivery of the Carve-Out 

Trigger Notice, and the Professional Fee Reserve Account shall 

not be replenished for such amounts so paid. 

Payments from the Carve-Out shall be subject to any terms and 

conditions of the engagement agreements and appurtenant orders 

for the employment of each Estate Professional. The Debtors 

shall be permitted to pay compensation and reimbursement of 

expenses incurred prior to a Termination Declaration Date to the 

extent allowed and payable under sections 330 and 331 of the 

Bankruptcy Code.

Until such time as the Prepetition Term Loan Secured 

Indebtedness shall have been indefeasibly paid and satisfied in 

full in accordance with the Prepetition Term Loan Documents, 

any remaining unapplied retainer funds at the conclusion of an 

Estate Professional’s engagement shall be immediately returned 

to the Prepetition Term Loan Agent. If, after paying all amounts 

set forth in the definition of Carve-Out, the Professional Fee 

Reserve Account has not been reduced to zero, all remaining 

funds in the Professional Fee Reserve Account shall be distributed 

to the Prepetition Term Loan Agent on account of the Prepetition 

Term Loans, unless the Prepetition Term Loans have been 

indefeasibly paid in full in cash.

The Prepetition Term Loan Secured Parties reserve the right to 

object to the allowance of any fees and expenses, whether or not 

such fees and expenses were incurred in accordance with the 

Approved Budget. Except for permitting the funding of the 

Carve-out as provided herein, the Prepetition Term Loan Secured 

Parties shall not be responsible for the direct payment or 

reimbursement of any fees or expenses of any Estate Professionals 

incurred in connection with the Chapter 11 Cases or any successor 

case(s) under any chapter of the Bankruptcy Code (a “Successor 

Case”) under any chapter of the Bankruptcy Code, regardless of 

whether payment of such fees or disbursement has been allowed 

by the Court. Nothing in the Interim Order or otherwise shall be 

construed to obligate any of the Prepetition Term Loan Secured 

Parties in any way to pay compensation to or reimburse expenses 

of any Estate Professional, or to guarantee that the Debtors have 

sufficient funds to pay such compensation or expense 

reimbursement.

Stipulations 

Interim Order ¶ E

The Debtors stipulate to the following: 

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• The Debtors borrowed, and were liable to, and the 

Prepetition Term Loan Guarantors unconditionally and 

irrevocably guaranteed for the benefit of, the Prepetition 

Term Loan Secured Parties pursuant to the Prepetition 

Term Loan Documents (x) an aggregate principal amount 

of not less than $101,505,257,60 of Tranche A Term 

Loans and $20,020,022.95 of Tranche B Term Loans

(the “Prepetition Term Loans”), subject to the relative 

rights, rankings, and priorities set forth in the Prepetition 

Term Loan Credit Agreement, plus (y) all accrued and 

unpaid interest (clauses (x) and (y), collectively, the 

“Prepetition Term Loan Secured Indebtedness”).

• The Prepetition Term Loan Secured Indebtedness is 

secured, in favor of the Prepetition Term Loan Secured 

Parties, by valid, binding, properly perfected, continuing 

and enforceable security interests in and liens on all 

“Collateral” as defined in the Prepetition Term Loan 

Credit Agreement subject to the relative rights, rankings, 

and priorities of the Tranche A Term Loans and the 

Tranche B Term Loan set forth in the Prepetition Term 

Loan Credit Agreement.

• The Prepetition Term Loan Liens encumber all of the 

Prepetition Collateral, as the same existed on the Petition 

Date; (ii) the Prepetition Term Loan Liens are valid, 

binding, enforceable, non-avoidable, and properly 

perfected liens on and security interests in the Prepetition 

Collateral; (iii) the Prepetition Term Loan Liens were 

granted to or for the benefit of the Prepetition Term Loan 

Secured Parties for fair consideration and reasonably 

equivalent value and were granted contemporaneously 

with, or covenanted to be provided as an inducement for, 

the making of the loans and/or commitments and other 

financial accommodations secured thereby; (iv) the 

Prepetition Term Loan Secured Indebtedness constitutes 

legal, valid, binding, and non-avoidable obligations of the 

Debtors and is enforceable in accordance with the terms 

of the Prepetition Term Loan Documents; (v) the 

Prepetition Term Loan Liens are subject and subordinate 

only to Permitted Prior Liens;4(vi) no offsets, challenges, 

4 As used herein, “Permitted Prior Liens” shall mean any legal, valid, binding, perfected, enforceable liens 

on or security interests in the Prepetition Collateral in existence as of the Petition Date, or which are 

perfected subsequent to the Petition Date solely to the extent permitted by section 546(b) of the Bankruptcy 

Code, in each case which have priority over the Prepetition Term Loan Liens and that are not subject to 

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Material Term Summary

objections, defenses, claims, or counterclaims of any kind 

or nature to any of the Prepetition Term Loan Liens or 

Prepetition Term Loan Secured Indebtedness exist, and no 

portion of the Prepetition Term Loan Liens or Prepetition 

Term Loan Secured Indebtedness is subject to any 

challenge, cause of action, or defense, including 

impairment, set-off, right of recoupment, avoidance, 

attachment, disallowance, disgorgement, reduction, 

recharacterization, recovery, subordination, attack, offset, 

contest, defense, counterclaims, cross-claims, or “claim” 

(as defined in the Bankruptcy Code), pursuant to the 

Bankruptcy Code or applicable nonbankruptcy law or 

regulation, including in any Successor Cases; and (vii) the 

Debtors and their estates have no claims, objections, 

challenges, causes of actions, recoupments, 

counterclaims, cross-claims, setoff rights, and/or choses in 

action, including “lender liability” causes of action or 

avoidance claims under chapter 5 of the Bankruptcy Code, 

whether arising under applicable state law or federal law 

(including any recharacterization, subordination, 

avoidance, disgorgement, recovery, or other claims 

arising under or pursuant to sections 105, 510, or 542 

through 553 of the Bankruptcy Code), against the 

Prepetition Term Loan Secured Parties or any of their 

affiliates, agents, representatives, attorneys, advisors, 

professionals, officers, directors, and employees in such 

capacity arising out of, based upon, or related to the 

Prepetition Term Loan Documents, the Prepetition Term 

Loan Secured Indebtedness, or the Prepetition Term Loan 

Liens.

• None of the Prepetition Term Loan Secured Parties 

(i) control the Debtors or their properties or operations, 

have authority to determine the manner in which any 

Debtors’ operations are conducted, or are control persons 

or insiders of the Debtors by virtue of any of the actions 

taken with respect to, in connection with, related to or 

arising from the Interim Order or the Prepetition Term 

Loan Documents, (ii) owe any fiduciary duty to the 

Debtors, their creditors, or estates or (iii) are deemed to be 

acting as a “Responsible Person” or “Owner” or 

“Operator” with respect to the operation or management 

avoidance, recharacterization, offset, subordination pursuant to the Bankruptcy Code or applicable nonbankruptcy law or other challenge. 

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Material Term Summary

of the Debtors (as such terms or similar terms are used in 

the United States Comprehensive Environmental 

Response, Compensation and Liability Act of 1980 or any 

similar federal or state statute).

• All of the Debtors’ cash constitutes cash collateral of the 

Prepetition Term Loan Secured Parties within the 

meaning of Bankruptcy Code section 363(a).

• The Debtors do not maintain any bank accounts other than 

those accounts covered by any motion or order authorizing 

the Debtors to continue to use the Debtors’ existing cash 

management system

Reporting 

Interim Order ¶ 4(d)

The Debtors shall use reasonable best efforts to comply with those 

reporting requirements set forth in the Prepetition Term Loan 

Credit Agreement in a manner consistent with prior practices 

(other than the reporting requirements pursuant to Section 8.01(l) 

of the Prepetition Term Loan Credit Agreement) and shall further 

provide, subject to any applicable limitations set forth below, to 

(i) the Prepetition Term Loan Administrative Agent, (ii) the 

Prepetition Term Advisors and (iii) Paul Weiss:

• weekly (or with such other frequency as may be agreed to 

between the Debtors and the Prepetition Term Loan 

Administrative Agent) calls with the Prepetition Term 

Loan Administrative Agent and the Prepetition Term

Loan Advisors with respect to (a) business updates, (b) the 

Debtors’ discussions with any potential financing party, 

strategic partner, or acquirer, (c) the status of any material 

litigation, litigation claims, and other claims, and (d) any 

other updates in form and scope reasonably agreed by the 

Debtors and the Prepetition Term Loan Administrative 

Agent;

• at the times specified in the Variance Report;

• in-person or teleconference presentations by the Debtors 

and/or their advisors to the Prepetition Term Loan Secured 

Parties, at mutually agreeable times, and at mutually 

agreeable places (to the extent such presentations are inperson);

• timely delivery of each Proposed Budget as set forth in the 

Interim Order;

• promptly provide notice to the Prepetition Term Loan 

Secured Parties of the Debtors’ failure to maintain 

unrestricted cash of at least $2,600,000 at the end of any 

day;

• promptly, all written demands or claims related to or 

asserting any liens in respect of property or assets of the 

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Material Term Summary

Debtors (including liens imposed by law, such as 

landlord’s, vendors’, suppliers’, carriers’, 

warehousemen’s, repairmen’s, construction contractors’, 

workers’ and mechanics’ liens and other similar liens) if 

the amount demanded or claimed exceeds $20,000 

individually or $100,000 in the aggregate; 

• promptly upon request after the end of each prior month, 

the amount of postpetition accrued and unpaid expenses 

and professional fees and expenses;

• promptly upon request after the end of each prior month, 

in form and detail reasonably acceptable to the Prepetition 

Term Loan Administrative Agent, (a) net 

receivables/payables due to third parties, (b) account 

payables and payments, and (c) accounts payable aging; 

• as soon as reasonably practicable after written request 

from the Prepetition Term Loan Advisors, the Debtors will 

provide the Prepetition Term Loan Administrative Agent 

and the Prepetition Term Loan Advisors with reasonable 

access to any consultant, turnaround management, broker 

or financial advisory firm retained by the Debtors in these 

Chapter 11 Cases, and if requested, copies of all retention 

agreements for each such consultant; and

• all reasonable requests made by the Prepetition Term Loan 

Secured Parties.

Waiver or Modification of 

the Automatic Stay 

Interim Order ¶¶ 12; 

4(f)(3)

The Debtors are authorized and directed to perform all acts and to 

make, execute, and deliver any and all instruments as may be 

necessary to implement the terms and conditions of the Interim 

Order and the transactions contemplated hereby. The stay of 

section 362 of the Bankruptcy Code will be modified to permit 

the parties to accomplish the transactions contemplated by the

Interim Order.

The automatic stay provisions of section 362 of the Bankruptcy 

Code and any other restriction imposed by an order of the Court 

or applicable law are hereby modified to the extent necessary to 

permit the Prepetition Term Loan Administrative Agent to 

perform any act authorized or permitted under or by virtue of the

Interim Order including, without limitation, to take any act to 

create, validate, evidence, attach or perfect any of the Adequate 

Protection Liens and to receive any payments expressly 

authorized by the Interim Order with respect to the Prepetition 

Term Loan Secured Indebtedness or adequate protection.

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Material Term Summary

Following the delivery of a Termination Declaration, unless the 

Court has determined after the procedures set forth in the Interim 

Order that a Termination Event has not occurred and/or is not 

continuing or the Court orders otherwise, the automatic stay, as to 

all of the Prepetition Term Loan Secured Parties, shall 

automatically be terminated at the end of the Remedies Notice 

Period without further notice or order

Milestones

Interim Order Exhibit 2

The Debtors and the Prepetition Term Loan Secured Parties have 

agreed to the following milestones: 

• No later than one (1) calendar day following the Petition 

Date, the Debtors shall have filed all first day motions, 

including (i) a motion seeking entry of the Interim Order 

and (ii) a motion for approval of bidding procedures for 

the marketing and sale of all of any or all their assets 

pursuant to section 363 of the Bankruptcy Code, including 

approval of a stalking horse purchaser acceptable to the 

Prepetition Term Loan Lenders (the “Sale Motion” and 

such bidding procedures, the “Bidding Procedures”), in 

each case which motions and all related documents shall 

be in form and substance reasonably acceptable to the 

Prepetition Term Loan Lenders.

• No later than three (3) calendar days following the Petition 

Date (subject to extension to the extent necessary to 

accommodate the Court’s availability), the Bankruptcy 

Court shall have entered the Interim Order, which order 

shall provide that, subject to paragraphs 19 and 24 of the

Interim Order or any applicable corresponding paragraphs 

of the Final Order, entry of the Final Order, and agreement 

between the Prepetition Term Loan Administrative Agent 

and the Debtors on the principal terms of a chapter 11 

liquidating plan for the Debtors, the Debtors are 

authorized and directed, upon the closing of a sale of any 

of the Prepetition Collateral, to immediately pay all 

proceeds of any such sale (net of all transaction costs and 

expenses reasonably acceptable to the Prepetition Term 

Loan Administrative Agent or approved in any order of 

this Court) to the Prepetition Term Loan Administrative 

Agent to satisfy the Prepetition Term Loan Secured 

Indebtedness until paid in full, and any order approving 

the sale of such Prepetition Collateral shall provide that 

the sale is conditioned upon the payment of such 

Prepetition Term Loan Secured Indebtedness until paid in 

full (except in each case to the extent otherwise agreed in 

writing by the Prepetition Term Loan Administrative 

Agent); provided that notwithstanding the foregoing, a 

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Material Term Summary

portion of such sale proceeds shall be retained by the 

Debtors and used to fund the cost of the Chapter 11 Cases 

pursuant to a budget (i) to be agreed by the Debtors and 

the Prepetition Term Loan Administrative Agent or (ii) 

otherwise approved by the Court. 

• No later than twenty-three (23) calendar days after the 

Petition Date (subject to extension to the extent necessary 

to accommodate the Court’s availability), the Bankruptcy 

Court shall have entered an order approving the Bidding 

Procedures, which order shall be in form and substance 

acceptable to the Prepetition Term Loan Lenders.

• The Bankruptcy Court shall have held the Final Hearing 

and entered the Final Order no later than thirty-five (35) 

calendar days following the Petition Date (subject to 

extension to the extent necessary to accommodate the 

Court’s availability).

• No later than forty-seven (47) calendar days after the 

Petition Date (subject to extension to the extent necessary 

to accommodate the Court’s availability), the Bankruptcy 

Court shall have entered an order(s) approving the sale(s) 

under the Sale Motion (the “Sale Order(s)”), which 

order(s) shall be in form and substance acceptable to the 

Prepetition Term Loan Lenders. The Sale Order(s) shall 

provide that, subject to paragraphs 19 and 24 of the 

Interim Order or any applicable corresponding paragraphs 

of the Final Order, entry of the Final Order, and agreement 

between the Prepetition Term Loan Administrative Agent 

and the Debtors on the principal terms of a chapter 11 

liquidating plan for the Debtors, the Debtors are 

authorized and directed, upon the closing of a sale of any 

of the Prepetition Collateral, to immediately pay all 

proceeds of any such sale (net of all transaction costs and 

expenses reasonably acceptable to the Prepetition Term 

Loan Administrative Agent or approved in any order of 

this Court) to the Prepetition Term Loan Administrative 

Agent to satisfy the Prepetition Term Loan Secured 

Indebtedness until paid in full, and any order approving 

the sale of such Prepetition Collateral shall provide that 

the sale is conditioned upon the payment of such 

Prepetition Term Loan Secured Indebtedness until paid in 

full (except in each case to the extent otherwise agreed in 

writing by the Prepetition Term Loan Administrative 

Agent); provided that notwithstanding the foregoing, a 

portion of such sale proceeds shall be retained by the 

Debtors and used to fund the cost of the Chapter 11 Cases 

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Material Term Summary

pursuant to a budget (i) to be agreed by the Debtors and 

the Prepetition Term Loan Administrative Agent or (ii) 

otherwise approved by the Court. 

• If applicable, no later than fifty-seven (57) calendar days 

after the Petition Date, the Debtors shall have 

consummated the sale(s) approved pursuant to the Sales 

Motion.

• No later than seventy (70) calendar days after the Petition 

Date (subject to extension to the extent necessary to 

accommodate the Court’s availability), the Debtors shall 

have obtained conditional approval of a disclosure 

statement (the “Disclosure Statement”) in accordance with 

a chapter 11 plan reasonably acceptable to the Prepetition 

Term Loan Lenders (the “Plan”).

• No later than one hundred and five (105) calendar days 

after the Petition Date (subject to extension to the extent 

necessary to accommodate the Court’s availability), the 

Court shall have entered an order granting final approval 

of both the Disclosure Statement and the Plan. 

• No later than one hundred and twenty (120) calendar days 

after the Petition Date, the effective date of the Plan shall 

have occurred.

Cross-collateralization None. 

Rollup None. 

Releases

Interim Order ¶ 15

Effective upon entry of the Interim Order, the Debtors shall, to the 

maximum extent permitted by applicable law, unconditionally, 

irrevocably, and fully forever release, remise, acquit, relinquish, 

irrevocably waive, and discharge each of the Prepetition Term 

Loan Secured Parties (each in their roles as such), and each of 

their affiliates, former, current, or future officers, employees, 

directors, agents, representatives, owners, members, partners, 

financial advisors, legal advisors, shareholders, managers, 

consultants, accountants, attorneys, affiliates, assigns, agents, and 

predecessors in interest, each in their capacity as such, of and from 

any and all claims, demands, liabilities, responsibilities, disputes, 

remedies, causes of action, indebtedness and obligations, rights, 

assertions, allegations, actions, suits, controversies, proceedings, 

losses, damages, injuries, attorneys’ fees, costs, expenses, or 

judgments of every type, whether known, unknown, asserted, 

unasserted, suspected, unsuspected, accrued, unaccrued, fixed, 

contingent, pending, or threatened, including, without limitation, 

all legal and equitable theories of recovery, arising under common 

law, statute, or regulation or by contract, of every nature and 

description that exist on the date hereof with respect to or relating 

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Material Term Summary

to the Prepetition Term Loans, the Prepetition Term Loan Liens, 

the Prepetition Term Loan Secured Indebtedness, the Prepetition 

Term Loan Documents, or the Interim Order, as applicable, and/or 

the transactions contemplated hereunder or thereunder, including, 

without limitation, (i) any so-called “lender liability” or equitable 

subordination claims or defenses, (ii) any and all claims and 

causes of action arising under the Bankruptcy Code, and (iii) any 

and all claims and causes of action regarding the validity, priority, 

extent, enforceability, perfection, or avoidability of the liens or 

claims of the Prepetition Term Loan Secured Parties; provided, 

however, that no such parties will be released to the extent 

determined in a final, non-appealable judgment of a court of 

competent jurisdiction to have resulted primarily from such 

parties’ gross negligence, fraud, or willful misconduct.

Surcharge

Interim Order ¶ 10

Except to the extent of the Carve Out, subject to entry of the Final 

Order, all rights to surcharge the interests of the Prepetition Term 

Loan Secured Parties in any Prepetition Collateral or any 

Collateral under section 506(c) of the Bankruptcy Code or any 

other applicable principle or equity or law shall be and are hereby 

finally and irrevocably waived, and such waiver shall be binding 

upon the Debtors and all parties in interest in these Chapter 11 

Cases.

Marshaling

Interim Order ¶ 26

Subject to entry of the Final Order granting such relief, the 

Prepetition Term Loan Secured Parties shall not be subject to the 

equitable doctrine of “marshaling” or any other similar doctrine 

with respect to any of the Prepetition Collateral or the Collateral.

Equities of the Case

Interim Order ¶ 25

Subject to entry of the Final Order, (i) the Prepetition Term Loan 

Secured Parties shall each be entitled to all of the rights and 

benefits of section 552(b) of the Bankruptcy Code and (ii) the 

“equities of the case” exception under section 552(b) of the 

Bankruptcy Code shall not apply to any of the Prepetition Term 

Loan Secured Parties with respect to proceeds, products, 

offspring, or profits of any of the Prepetition Collateral or the 

Collateral.

Sale Proceeds 

Interim Order ¶ 28

Subject to paragraphs 19 and 24 of the Interim Order, entry of the 

Final Order, and agreement between the Prepetition Term Loan 

Administrative Agent and the Debtors on the principal terms of a 

chapter 11 liquidating plan for the Debtors, the Debtors are 

authorized and directed, upon the closing of a sale of any of the 

Prepetition Collateral, to immediately pay all proceeds of any 

such sale (net of all transaction costs and expenses reasonably 

acceptable to the Prepetition Term Loan Administrative Agent or 

approved in any order of this Court) to the Prepetition Term Loan 

Administrative Agent to satisfy the Prepetition Term Loan 

Secured Indebtedness until paid in full, and any order approving 

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Material Term Summary

the sale of such Prepetition Collateral shall provide that the sale 

is conditioned upon the payment of such Prepetition Term Loan 

Secured Indebtedness until paid in full (except in each case to the 

extent otherwise agreed in writing by the Prepetition Term Loan 

Administrative Agent); provided that notwithstanding the 

foregoing, a portion of such sale proceeds shall be retained by the 

Debtors and used to fund the cost of the Chapter 11 Cases 

pursuant to a budget (i) to be agreed by the Debtors and the 

Prepetition Term Loan Administrative Agent or (ii) otherwise 

approved by the Court.

Final Hearing 

Interim Order ¶ 35

The Debtors request the scheduling of a final hearing (the “Final 

Hearing”) to consider entry of an order granting the relief 

requested in the Motion on a final basis (the “Final Order”).

The Debtors’ Prepetition Capital Structure

12. As of the Petition Date, the Debtors’ prepetition funded indebtedness consisted of 

the following:

Name

Principal 

Amount 

(approx.)

Lien Priority and Collateral

Tranche A $101,505,257.60

Substantially all of the Debtors’ assets.

Tranche B $20,020,022.95 Substantially all of the Debtors’ assets.

Trade and Related Debt $2,078,144.65 None

Equity

23.9 million 

shares of 

common stock 

issued and 

outstanding

None

Total

$123,603,425.20

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A. Prepetition Term Loans

13. On March 17, 2022, Impel entered into that certain Credit Agreement and Guaranty 

(as from time to time amended and restated, the “Prepetition Term Loan Credit Agreement” and 

the loans made thereunder, the “Prepetition Term Loans”) and related security agreements 

(together with the Prepetition Term Loan Credit Agreement, the “Prepetition Term Loan

Documents”), dated as of March 17, 2022, with Oaktree Fund Administration, LLC (“Oaktree”), 

as Administrative Agent (as defined in the Prepetition Term Loan Credit Agreement and, in such 

capacity and including any successors thereto, the “Prepetition Term Loan Administrative 

Agent”), the subsidiary guarantors from time to time party thereto (the “Prepetition Term Loan 

Guarantors”) and the lenders from time to time party thereto (such lenders, the “Prepetition Term 

Loan Lenders” and, together with the Prepetition Term Loan Administrative Agent, the 

“Prepetition Term Loan Secured Parties”) in the original principal amount of $50.0 million. The 

Prepetition Term Loans mature on March 17, 2027, and bear interest at a rate of the Secured 

Overnight Financing Rate (“SOFR”) + 10.75% (with a SOFR floor of 1.00%).5 Under the 

Prepetition Term Loan Documents, Impel is required to make quarterly interest-only payments, 

with the remaining balance of principal and interest due on maturity. Under the Prepetition Term 

Loan Documents, Impel is subject to a minimum liquidity requirement of $12.5 million 

unrestricted cash balance at all times (the “Minimum Liquidity Covenant”).

14. The Prepetition Term Loans are secured by substantially all real, personal, and 

mixed property of Impel, including equity interests. The Prepetition Term Loan have no 

guarantors or other obligors other than Impel.

5 As more fully described below, prior to the First Senior Credit Agreement Amendment, the Prepetition 

Term Loan Loans bore interest at a rate of SOFR + 8.00% (with a SOFR floor of 1.00%). 

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i. Impel’s Breach of the Minimum Liquidity Covenant

15. On July 19, 2023, Impel provided notice to Oaktree that Impel was in breach of the 

Minimum Liquidity Covenant. Impel’s breach of the Minimum Liquidity Covenant constituted 

an event of default under the Senior Secured Credit Agreement and triggered, among other things, 

the application of a higher default rate of interest on the Senior Secured Loans.

ii. Amendments to the RIFA and Prepetition Term Loan Credit Documents

16. Subsequently, Impel, Oaktree, the Revenue Purchasers, and the Prepetition Term 

Loan Lenders entered into two amendments to both the Prepetition Term Loan Credit Agreement 

and the Revenue Interest Financing Agreement and related security agreements (as from time to 

time amended and restated, the “RIFA”)6, the second of which resulted in the termination of the 

RIFA. After the RIFA was terminated, Impel, Oaktree, and the Prepetition Term Loan Lenders 

entered into two additional amendments to the Prepetition Term Loan Credit Agreement and four

letter agreements granting Impel certain relief and modifying the terms of the Prepetition Term 

Loan Credit Agreement.7

17. Pursuant to the First Amendment to Credit Agreement and Guaranty and Revenue 

Interest Financing Agreement, dated as of August 21, 2023 (the “First Prepetition Term Loan

Credit Agreement Amendment”), the Prepetition Term Loan Lenders provided an incremental 

$12 million of aggregate principal amount of Prepetition Term Loan Loans, of which (i) $3 million 

consisted of a new money Senior Secured Term Loans and (ii) $9 million was made pursuant to 

6 The RIFA was terminated on September 5, 2023 in connection with the Second Prepetition Term Loan 

Credit Agreement Amendment.

7

Impel, Oaktree, and the Prepetition Term Loan Lenders entered into a letter agreement dated as of October 

19, 2023, a letter agreement dated as of November 7, 2023, a letter agreement dated as of December 14, 

2023 and a letter agreement dated as of December 16, 2023.

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an exchange of $9 million of obligations owed to the Purchasers under the RIFA for $9 million of 

Prepetition Term Loans. Under the First Prepetition Term Loan Credit Agreement Amendment, 

the parties agreed that the Default Rate would no longer apply and the non-default interest rate 

under the Prepetition Term Loan Credit Agreement would be increased to SOFR + 10.75%. 

18. On September 5, 2023, Impel entered into the Second Amendment to Credit 

Agreement and Guaranty and Revenue Interest Financing Agreement with Oaktree, the Revenue 

Purchasers, and the Prepetition Term Loan Lenders (the “Second Prepetition Term Loan Credit 

Agreement Amendment”). In connection with the Second Prepetition Term Loan Credit 

Agreement Amendment: 

• The Prepetition Term Loan Lenders agreed to provide Impel with up to $20 million of 

Tranche B Term Loans (as defined in the Prepetition Term Loan Credit Agreement) under 

the Prepetition Term Loan Credit Agreement; 

• Impel drew down $4.5 million of Tranche B Term Loans, which amount was placed into a 

blocked account, to be released to Impel upon Impel’s board of directors (the “Board”) 

notifying Oaktree that Impel in good faith expected to commence proceedings under 

chapter 11 of the Bankruptcy Code and required such amounts to finance preparations for 

such chapter 11 filing (the “Blocked Account”);

• Certain Prepetition Term Loan Lenders exchanged $3.0 million of previously-existing 

Prepetition Term Loan Loans on a dollar-for-dollar basis for Tranche B Term Loans;

• The Prepetition Term Loan Lenders exchanged (i) all of the then-accrued $51.4 million of 

Prepetition Term Loan Loans (inclusive of interest) attributable to the initial funding under 

the Prepetition Term Loan Credit Agreement and (ii) $9.1 million of Prepetition Term Loan 

Loans (inclusive of interest) made in connection with the First Prepetition Term Loan 

Credit Agreement Amendment, in each case on a dollar-for-dollar basis for Tranche A 

Term Loans (as defined in the Prepetition Term Loan Credit Agreement); 

• The Revenue Purchasers exchanged $36.0 million of obligations under the RIFA on a 

dollar-for-dollar basis for Tranche A Term Loans, and the RIFA, including all remaining 

obligations of Impel as well as any rights of the Revenue Purchasers to future revenue

interest payments, was terminated; 

• Oaktree and the Prepetition Term Loan Lenders agreed to forbear from remedies with 

respect to Impel’s failure to comply with the Minimum Liquidity Covenant until December 

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31, 2023, unless earlier terminated under the terms of the Prepetition Term Loan Credit 

Agreement (the “Forbearance Period”) in exchange for Impel’s payment to the Senior 

Secured Lenders of an in-kind $5 million forbearance fee in the form of Tranche A Term 

Loans; 

• The Prepetition Term Loan Credit Agreement was amended to permit all interest on the 

Prepetition Term Loan Loans to be paid in kind through the Forbearance Period; and

• The as-amended Prepetition Term Loan Credit Agreement provided for up to an additional 

$12.5 million of Tranche B Loans to be made available to Impel over the remainder of 

2023, subject to the satisfaction of certain strategic milestones and covenants (the 

“Prepetition Milestones” and the Prepetition Term Loan Loans to be made in connection 

therewith the “Milestone Payments”). 

19. On October 2, 2023, Impel entered into that certain Third Amendment to Credit 

Agreement and Guaranty with Oaktree and the Prepetition Term Loan Lenders (the “Third 

Prepetition Term Loan Credit Agreement Amendment”). Pursuant to the Third Prepetition Term 

Loan Credit Agreement Amendment, Oaktree and the Prepetition Term Loan Lenders waived 

certain events of default under the Prepetition Term Loan Credit Agreement and modified the 

terms of the Prepetition Milestones, including to permit $5 million of Milestone Payments to be 

made concurrently therewith, notwithstanding such events of default, and to modify the terms of 

certain later Prepetition Milestones. 

20. On October 19, 2023, Impel entered into that certain letter agreement with Oaktree 

and the Prepetition Term Loan Lenders (the “October 19 Letter Agreement”). Pursuant to the 

October 19 Letter Agreement, Impel, Oaktree and the Prepetition Term Loan Lenders agreed to 

modify terms of the Prepetition Term Loan Credit Agreement relating to a requirement that Impel 

cause an independent director to be appointed to the board of directors of Impel.

21. On November 3, 2023, Impel entered into that certain Fourth Amendment to Credit 

Agreement and Guaranty with Oaktree and the Prepetition Term Loan Lenders (the “Fourth

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Prepetition Term Loan Credit Agreement Amendment”). Pursuant to the Fourth Prepetition Term 

Loan Credit Agreement Amendment, the timing of certain Prepetition Milestones was modified.

22. On November 7, 2023, Impel entered into that certain letter agreement with Oaktree 

and the Prepetition Term Loan Lenders (the “November 7 Letter Agreement”). Pursuant to the 

November 7 Letter Agreement, Impel, Oaktree and the Prepetition Term Loan Lenders agreed to 

modify certain terms of the Prepetition Term Loan Credit Agreement restricting Impel from 

making payments to any directors, officers, equityholders or other persons who are “insiders” 

pursuant to Section 101(31) of the Bankruptcy Code or any affiliates thereof.

23. On December 14, 2023, Impel entered into that certain letter agreement with 

Oaktree and the Prepetition Term Loan Lenders (the “December 14 Letter Agreement”). Pursuant 

to the December 14 Letter Agreement, Impel, Oaktree and the Prepetition Term Loan Lenders 

agreed to further modify certain terms of the Prepetition Term Loan Credit Agreement restricting 

Impel from making payments to any directors, officers, equityholders or other persons who are 

“insiders” pursuant to Section 101(31) of the Bankruptcy Code or any affiliates thereof.

24. On December 16, 2023, Impel entered into that certain letter agreement with 

Oaktree and the Prepetition Term Loan Lenders (the “December 16 Letter Agreement” and, 

together with the First Prepetition Term Loan Credit Agreement Amendment, Second Prepetition 

Term Loan Credit Agreement Amendment, Third Prepetition Term Loan Credit Agreement 

Amendment, October 19 Letter Agreement, Fourth Prepetition Term Loan Credit Agreement 

Amendment, November 7 Letter Agreement, and December 14 Letter Agreement, the “Prepetition 

Term Loan Credit Agreement Amendments”). Pursuant to the December 16 Letter Agreement, 

Impel, Oaktree and the Prepetition Term Loan Lenders agreed that the Prepetition Term Loan 

Lenders would fund an additional $2.5 million in Tranche B Term Loans notwithstanding (i) the 

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occurrence and continuation of certain Events of Default (as defined in the Prepetition Term Loan 

Credit Agreement) and (ii) the non-satisfaction of certain conditions precedent to the availability 

of such Tranche B Term Loans.

B. Trade and Related Debt

25. As of the Petition Date, the Debtors estimate that they have approximately 

$2,078,144.65 in obligations to trade and other general unsecured creditors. These amounts consist 

primarily of accounts payable to various trade creditors and other third-party service providers as 

of the Petition Date.

C. Equity

26. Impel’s equity is publicly traded, with Impel authorized to issue 10 million shares 

of preferred stock and 300 million shares of common stock. As of December 14, 2023, Impel had 

no preferred shares issued or outstanding and approximately 23.9 million shares of common stock 

issued and outstanding.

The Prepetition Term Loan Secured Parties Consent to the Interim Order 

27. The Debtors and Prepetition Term Loan Secured Parties have agreed to the terms 

of the Interim Order, which will provide the Debtors with sufficient operating and non-operating 

liquidity to continue operations in the ordinary course and fund these chapter 11 cases until entry 

of the Final Order. No other parties have an interest in or right to the Cash Collateral under the 

various loan documents.

Debtors’ Urgent Need for Use of Cash Collateral

28. As discussed in the First Day Declaration, the Debtors urgently need to use the 

Cash Collateral for both the ongoing operation of their business and to fund the administration of 

these chapter 11 cases. The income from the sale of Trudhesa continues to accrue in the Debtors’ 

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bank accounts, which the Debtors estimate holds approximately $5,158,362 as of the Petition Date. 

Without access to these funds, the Debtors will not have sufficient liquidity to pay employee wage 

costs, insurance or taxes on the real property, pay vendors or other general unsecured creditors for 

necessary services, manage repairs and other capital expenditures at the properties, or pay the 

administrative expenses of these chapter 11 cases. All of the foregoing expenditures are necessary 

to preserve the value of the Debtors’ estates as a going concern. 

29. Without immediate access to the Cash Collateral, the Debtors would be forced to

shutter operations and dismiss these chapter 11 cases, damaging the Debtors’ prospects as a going 

concern and denying creditors with the right to fair and impartial distribution of the Debtors’ assets

in accordance with the principles of bankruptcy law. Any delay in the Debtors’ ability to access 

Cash Collateral beyond such date would irreparably harm the Debtors and their estates. 

Accordingly, the Debtors respectfully request that the Court authorize the use of Cash Collateral 

on the terms and conditions set forth in the Interim Order.

Basis For Relief Requested

30. A debtor’s use of property of the estate, including cash collateral, is governed by 

section 363 of the Bankruptcy Code, which provides, in pertinent part, as follows:

If the business of the debtor is authorized to be operated under 

section . . . 1108 . . . of [the Bankruptcy Code] and unless the court 

orders otherwise, the [debtor] may . . . use property of the estate in 

the ordinary course of business without notice or a hearing.

11 U.S.C. § 363(c)(1). A debtor may use cash collateral (a) with the consent of the secured party 

or (b) without the consent of the secured party if the court, after notice and a hearing, authorizes 

the debtor to use cash collateral in accordance with the provisions of section 363 of the Bankruptcy 

Code.

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31. Section 363 of the Bankruptcy Code further provides that a debtor must “provide 

adequate protection” of the secured party’s interest in the property against any diminution in value 

of such interest resulting from the debtor’s use of the property. See 11 U.S.C. § 363(3). Notably, 

the Bankruptcy Code does not define “adequate protection.” Instead, section 361 of the Bankruptcy 

Code provides a non-exhaustive list of examples of adequate protection, including cash payments, 

additional or replacement liens and other relief that will “result in the realization by such [secured 

party] of the indubitable equivalent of such entity’s interest in such property.” See 11 U.S.C. 

§ 361. Generally, courts decide what constitutes adequate protection on a case-by-case basis. See 

In re Braniff Airways, Inc., 783 F.2d 1283, 1286 (5th Cir. 1986); see also In re Swedeland Dev. 

Group, Inc., 16 F.3d 552, 564 (3d Cir. 1994) (“[A] determination of whether there is adequate 

protection is made on a case by case basis.”); In re N.J. Affordable Homes Corp., No. 05-60442, 

2006 WL 2128624, at *14 (Bankr. D.N.J. June 29, 2006) (“The term ‘adequate protection’ is 

intended to be a flexible concept.”); In re Dynaco Corp., 162 B.R. 389, 394 (Bankr. D.N.H. 1993) 

(citing 2 Collier on Bankruptcy ¶ 361.01 [1] at 361-66 (15th ed. 1993) (explaining that adequate 

protection can take many forms and “must be determined based upon equitable considerations 

arising from the particular facts of each proceeding”); In re Columbia Gas Sys., Inc., No. 91-803, 

1992 WL 79323, at *2 (Bankr. D. Del. Feb. 18, 1992) (emphasizing that “the varying analyses and 

results contained in the . . . slew of cases demonstrate that what interest is entitled to adequate 

protection and what constitutes adequate protection must be decided on a case-by-case basis”).

32. The focus of the adequate protection requirement is to preserve the secured party’s 

position at the time of the bankruptcy filing and protect the secured party from diminution in the 

value of its collateral during the reorganization process. In re Swedeland Dev. Grp., Inc., 16 F.3d 

at 564 (“The whole purpose of adequate protection for a creditor is to insure that the creditor 

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receives the value for which he bargained prebankruptcy”) (quoting In re O’Connor, 808 F.2d 

1393, 1396 (10th Cir. 1987)); see also In re WorldCom, Inc., 304 B.R. 611, 618–19 (Bankr. 

S.D.N.Y. 2004) (“The legislative history for section 361 of the Bankruptcy Code, which sets forth 

how adequate protection may be provided under section 363, makes clear that the purpose . . . is 

to insure that the secured creditor receives the value for which the creditor bargained for prior to 

the debtor’s bankruptcy.”). “However, neither the legislative history nor the Bankruptcy Code 

require the Court to protect a creditor beyond what was bargained for by the parties.” In re 

WorldCom, Inc., 304 B.R. at 619.

33. Furthermore, the Bankruptcy Code mandates that a secured party be protected 

against diminution in the value of its interest in cash collateral only during the period of use. See 

In re Pursuit Athletic Footwear, Inc., 193 B.R. 713, 716 (Bankr. D. Del. 1996) (holding that if 

there is no diminution in the value of the secured party’s collateral and the debtor can operate 

profitably postpetition, then the secured creditor is adequately protected against the use of cash 

collateral); In re Cont’l Airlines, Inc., 146 B.R. 536, 539–40 (Bankr. D. Del. 1992) (noting that a 

secured party is only entitled to adequate protection to the extent the collateral declined in value); 

see also In re 495 Cent. Park Ave. Corp., 136 B.R. 626, 631 (Bankr. S.D.N.Y. 1992) (“The goal 

of adequate protection is to safeguard the secured creditor from diminution in the value of its 

interest during the chapter 11 reorganization.”). The preservation of a debtor’s business as a going 

concern itself provides “adequate protection” under the Bankruptcy Code. See In re 495 Cent. 

Park Ave. Corp., 136 B.R. at 631 (noting that whether the value of a debtor’s property will increase 

as a result of the use of collateral is part of considering whether a party is adequately protected).

34. Here, in the interest of reaching a consensual Interim Order with the Prepetition 

Term Loan Secured Parties, the Debtors have offered as additional adequate protection: 

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(a) replacement liens and security interests on any post-petition property acquired by the Debtors; 

(b) amounts necessary to reimburse the Prepetition Term Loan Administrative Agent for the fees, 

costs, and charges incurred on and after the Petition Date; and (c) an Adequate Protection 

Superpriority Claim junior to only the Carve Out. Courts in this and other districts have approved 

similar adequate protection provisions in recent chapter 11 cases. See, e.g., In re Tuesday Morning, 

Case No. 23-90001 (ELM) (Bankr. N.D. May 19, 2023 [ECF No. 1100]; In re Tuesday Morning, 

Case No. 20-31476 (HDH) (Bankr. N.D. Tex. May 28, 2020) [ECF No. 67] (authorizing use of 

cash collateral); In re J. Hilburn, Inc., Case No. 20-31308 (HDH) (Bankr. N.D. Tex. May 6, 2020) 

[ECF No. 25] (same); In re PFO Global, Inc., Case No. 17-30355 (HDH) (Bankr. N.D. Tex. Feb. 

3, 2017) [ECF No. 23] (same); In re Forest Park Medical Center at Fort Worth, LLC, Case No. 

16-40198 (RFN) (Bankr. N.D. Tex. Feb. 1, 2016) [ECF No. 41] (same); In re TPP Acquisition, 

Inc., Case No. 16-33437 (HDH) (Bankr. N.D. Tex. Sep. 8, 2016) [ECF No. 68] (same); In re BFN 

Operations LLC, Case No. 16-32435 (BJH) (Bankr. N.D. Tex. Jul. 25, 2016) [ECF No. 49] (same). 

In light of the adequate protection offered herein, the Debtors submit that the Prepetition Term 

Loan Secured Parties’ interests in the Collateral will be protected through the pendency of these 

chapter 11 cases.

35. The use of Cash Collateral will permit the Debtors to continue operating their 

business and administer these chapter 11 cases for the benefit of all creditors and other parties in 

interest. In addition, the Adequate Protection provided for herein is fair and reasonable under the 

circumstances of these cases. Therefore, the Debtors submit that the terms of the Interim Order 

and Final Orders are reasonable and in the best interests of the Debtors’ estates and creditors and 

request that the Court authorize the use of Cash Collateral according to the terms set forth herein.

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D. Modification of the Automatic Stay Is Warranted.

36. The relief requested herein contemplates a modification of the automatic stay to 

(a) permit the Debtors to grant the security interests, liens, and superpriority claims described 

above and to perform such acts as may be requested to assure the perfection and priority of such 

security interests and liens and (b) as otherwise, and to the extent necessary, to effectuate the terms 

of the Interim Order. These provisions were part of the quid pro quo for the Debtors’ ability to 

use cash collateral as provided in the Interim Order. Notably, the exercise of remedies (including 

remedies with respect to prepetition claims and collateral) will be subject to five (5) business days’

notice to allow the Debtors to cure or seek other relief. See Interim Order ¶ 7(b). Under these 

circumstances, the Debtors believe that the extent of the modifications to the automatic stay under 

the Interim Order is reasonable and should be approved.

E. Immediate Access to Cash Collateral Should Be Approved.

37. The Court may grant interim relief in respect of a motion filed pursuant to section 

363(c) or 364 of the Bankruptcy Code if, as here, interim relief is “necessary to avoid immediate 

and irreparable harm to the estate pending a final hearing.” Fed. R. Bankr. P. 4001(b)(2), (c)(2).

In examining requests for interim relief under this rule, courts generally apply the same business 

judgment standard applicable to other business decisions. See In re Ames Dep’t Stores, 115 B.R. 

at 36.

38. Here, the Debtors and their estates will suffer immediate and irreparable harm if 

the interim relief requested herein is not granted promptly. The Debtors have an immediate need 

for continued access to cash collateral, and any disruption in the use of cash collateral would cause 

a severe decrease in the value of the Debtors’ estates by preventing the Debtors from making 

necessary disbursements necessary and otherwise operating in the ordinary course. First Day

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Dec. ¶ 158. As set forth in the Approved Budget, the Debtors expect that they will need 

approximately $7.5 million during the interim period and approximately $10.4 million through the 

course of these cases. First Day Dec. ¶ 159. Absent interim relief, the Debtors will be unable to, 

among other things, fund payroll for employees, satisfy their other working capital and general 

corporate requirements, and continue operating their business. First Day Dec. ¶ 158. As noted, 

particularly given short shelf life of Trudhesa, even a short-term shut down of the Debtors’ 

operations could result in a significant deterioration in the value of the Debtors’ businesses to the

detriment of all stakeholders. First Day Dec. ¶ 160. Accordingly, for the reasons set forth above, 

prompt entry of the Interim Order is necessary to avoid the value destruction that would otherwise 

result in immediate and irreparable harm to the Debtors’ estates.

Emergency Consideration

39. Bankruptcy Rule 6003 empowers a court to grant relief within the first twenty-one 

days after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable 

harm.” Failure to receive the relief requested in this motion during the first twenty-one days of 

these chapter 11 cases would severely disrupt the Debtors’ operations at this critical juncture, 

jeopardizing the Debtors’ ability to run a value maximizing sale process for the benefit of its 

creditors and parties in interest. The Debtors have satisfied the “immediate and irreparable” harm 

standard in Bankruptcy Rule 6003 and request that the Court approve the relief requested on an 

emergency basis.

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

40. The Debtors request that the Court enter an order providing that notice of the relief 

requested herein satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to 

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exclude such relief from the fourteen-day stay period under Bankruptcy Rule 6004(h), which is 

necessary to implement the relief requested in this motion.

Reservation Of Rights

41. Nothing contained herein or any action taken pursuant to relief requested is 

intended to be or shall be construed as (a) an admission as to the amount of, basis for, or validity 

of any claim against a Debtor entity under the Bankruptcy Code or other applicable nonbankruptcy 

law; (b) a waiver of the Debtors’ or any party in interest’s rights to dispute any claim or interest 

on any grounds; (c) a promise or requirement to pay any claim; (d) a waiver of the Debtors’ or any 

other party in interest’s rights under the Bankruptcy Code or any other applicable law; (e) an 

implication or admission that any particular claim is of a type specified or defined in this motion 

or any order granting the relief requested in this motion or a finding that any particular claim is an 

administrative expense claim or other priority claim; (f) a request for or approval to assume, adopt, 

or reject any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy 

Code; or (g) an admission as to the validity, priority, enforceability, or perfection of any lien on, 

security interest in, or other encumbrance on property of the Debtors’ estates. Likewise, if the 

Court grants the relief sought herein, any payment made pursuant to the Court’s order is not 

intended to be and should not be construed as an admission to the validity of any claim or a waiver 

of the Debtors’ or any party in interest’s rights to subsequently dispute such claim.

Notice

42. The Debtors will provide notice of this motion to the following: (a) the U.S. Trustee 

for the Northern District of Texas; (b) the holders of the thirty (30) largest unsecured claims against 

the Debtors (on a consolidated basis); (c) Oaktree Fund Administration, LLC as agent to the 

Debtors’ secured lenders, and counsel thereto; (d) counsel to the Secured Lenders; (e) the United 

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States Attorney’s Office for the Northern District of Texas; (f) the Food and Drug Administration; 

(g) the Internal Revenue Service; (h) the United States Securities and Exchange Commission; 

(i) the state attorneys general for states in which Debtors conduct business; and (j) any party that 

has requested notice pursuant to Bankruptcy Rule 2002 and Bankruptcy Local Rule 9013-1(d). No 

other or further notice is needed in light of the nature of the relief requested.

[Remainder of page intentionally left blank.]

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The Debtors request entry of an order, substantially in the form attached hereto, granting 

the relief requested herein and granting such other relief as is just and proper.

Dated: December 20, 2023

Dallas, Texas SIDLEY AUSTIN LLP

/s/ Rakhee V. Patel

Samuel A. Newman (pro hac vice pending)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (pro hac vice pending)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

Jackson T. Garvey (pro hac vice pending)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Proposed Counsel to the Debtors and Debtors in 

Possession

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Certificate of Service

I certify that on December 20, 2023, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern

District of Texas.

/s/ Rakhee V. Patel 

Rakhee V. Patel

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