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sem a M ii a IMMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />professionals' fees, expenses, and obligations benefitting from the Carve -Out, and (vi) pay costs, <br />fees, and expenses associated with or payable under the DIP Financing under the terms of the <br />Interim Order, this Final Order and the DIP Documents. The Credit Parties' use of Cash <br />Collateral alone would be insufficient to meet the Debtors' cash disbursement needs during the <br />pendency of the Chapter 11 Cases. The access by the Credit Parties to sufficient working capital <br />and liquidity through the use of Cash Collateral and other Prepetition Collateral, incurrence of <br />new indebtedness under the DIP Documents and other financial accommodations provided under <br />the DIP Documents are necessary and vital to avoid an immediate liquidation and for the <br />preservation and maintenance of the going concern values of the Credit Parties and to a <br />successful restructuring of the Credit Parties. The terms of the proposed DIP Financing pursuant <br />to the DIP Documents and this Final Order are fair and reasonable, reflect each Credit Party's <br />exercise of prudent business judgment, and are supported by reasonably equivalent value and fair <br />consideration. <br />(c) The Credit Parties are unable to obtain financing on more favorable terms <br />from sources other than the DIP Lenders under the DIP Documents and are unable to obtain <br />adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an <br />administrative expense. The Credit Parties are also unable to obtain secured credit allowable <br />under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code without the Credit <br />Parties granting to the DIP Secured Parties, subject to the Carve -Out, the Permitted Liens, the <br />DIP Liens and the DIP Superpriority Claims (as defined below) and, subject to the Carve -Out, <br />incurring the Adequate Protection Obligations (as defined below), in each case, under the terms <br />and conditions set forth in this Final Order and in the DIP Documents. <br />13 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />