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sem a M ii a 1-MkUM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />(ix) subject only to the Carve -Out, the granting to the DIP Secured Parties of allowed <br />superpriority claims pursuant to section 364(c)(1) of the Bankruptcy Code <br />payable from and having recourse to all prepetition and postpetition property of <br />the Credit Parties' estates and all proceeds thereof (other than Avoidance Actions? <br />and Avoidance Proceeds$); <br />(x) the granting to the DIP Agents (for the benefit of the DIP Secured Parties) of <br />valid, enforceable, nonavoidable, and fully perfected security interests and liens <br />(including liens pursuant to sections 364(c)(2) and 364(c)(3) of the Bankruptcy <br />Code and priming liens pursuant to section 364(d) of the Bankruptcy Code) on all <br />DIP Collateral, subject to (a) the Carve -Out, (b) the Permitted Liens (as defined in <br />the DIP Credit Agreement), and (c) this Final Order; <br />(xi) (a) a waiver of the Debtors' right to surcharge the Prepetition Collateral and the <br />DIP Collateral (as defined below) (together, the "Collateral") pursuant to section <br />506(c) of the Bankruptcy Code, and (b) a waiver of any right of the Debtors under <br />the "equities of the case" exception under section 552(b) of the Bankruptcy Code; <br />(xii) modification of the automatic stay to the extent set forth herein and in the DIP <br />Documents; and <br />(xiii) waiver of any applicable stay (including under Bankruptcy Rule 6004) and <br />provision for immediate effectiveness of this Final Order. <br />The Court having considered the interim relief requested in the Motion, the exhibits <br />attached thereto, the Fairfield Declaration (as defined in the Motion), the Boone Declaration (as <br />defined in the Motion), the DIP Documents, and the evidence submitted and arguments made at <br />the interim hearing held on July 24, 2020 (the "Interim Hearing") and the final hearing held on <br />August 12, 2020 (the "Final Hearing" and collectively with the Interim Hearing, the <br />"Hearings"); and the Court having entered the Interim Order; and due and sufficient notice of <br />the Final Hearing having been given in accordance with Bankruptcy Rules 2002, 4001(b), (c) <br />and (d), and all applicable Local Bankruptcy Rules; and the Final Hearing having been held and <br />7 "Avoidance Actions" means, collectively, claims and causes of action under sections 502(d), 544, 545, <br />547, 548, 549, and 550 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code. <br />8 "Avoidance Proceeds" means any proceeds or property recovered, unencumbered or otherwise, from <br />Avoidance Actions, whether by judgment, settlement or otherwise. <br />4 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />