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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 17 of 70 <br />expenses (including any attorneys', accountants', appraisers' and financial advisors' fees that are <br />chargeable or reimbursable under the Existing Credit Documents), amounts, charges, costs, <br />indemnities and other obligations that are chargeable or reimbursable under the this Interim <br />Order, the Final Order, or the DIP Documents), charges, indemnities and other obligations <br />incurred in connection therewith (all of the foregoing in clauses (i) and (ii), collectively, the <br />"DIP Obligations", it being understood that the fees and expenses payable under paragraphs <br />27(a) and 27(b) shall not constitute DIP Obligations), shall be deemed to have been extended by <br />the DIP Agent and the DIP Lenders and their affiliates in good faith, as that term is used in <br />section 364(e) of the Bankruptcy Code and in express reliance upon the protections offered by <br />section 364(e) of the Bankruptcy Code, and the DIP Agent and the DIP Lenders (and the <br />successors and assigns of each) shall be entitled to the full protection of section 364(e) of the <br />Bankruptcy Code in the event that this Interim Order or any provision hereof is vacated, reversed <br />or modified, on appeal or otherwise. <br />(h) Each of the Pre -Petition Secured Parties has acted in good faith regarding <br />the DIP Financing and the Debtors' continued use of the Pre -Petition Collateral (including the <br />Cash Collateral) to fund the administration of the Debtors' estates and continued operation of <br />their businesses (including payment of the Adequate Protection Obligations and the granting of <br />the Adequate Protection Liens), in accordance with the terms hereof. The Pre -Petition Secured <br />Parties are entitled to the adequate protection provided in this Interim Order as and to the extent <br />set forth herein pursuant to §§ 361, 362, 363 and 364 of the Bankruptcy Code. Based on the <br />Motion and on the record presented to the Court, the terms of the proposed adequate protection <br />arrangements and of the use of the Pre -Petition Collateral (including the Cash Collateral) are fair <br />and reasonable, reflect the Debtors' prudent exercise of business judgment and constitute <br />17 <br />