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sem a M ii a :MkUM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />(d) Based on the Motion, the declarations filed in support of the Motion, and <br />the record presented to the Court at the Final Hearing, (i) the terms of the DIP Financing, (ii) the <br />terms of the adequate protection granted to the Prepetition Secured Parties as provided in <br />paragraph 18 of this Final Order (the "Adequate Protection") and (iii) the terms on which the <br />Credit Parties may continue to use the Prepetition Collateral (including Cash Collateral), in each <br />case pursuant to this Final Order and the DIP Documents, are in each case fair and reasonable, <br />reflect the Credit Parties' exercise of prudent business judgment consistent with their fiduciary <br />duties, constitute reasonably equivalent value and fair consideration, and represent the best <br />financing available. The Adequate Protection provided in this Final Order and other benefits and <br />privileges contained herein are consistent with and authorized by the Bankruptcy Code. <br />(e) To the extent such consent is required, the Prepetition Secured Parties <br />have consented to the Credit Parties' use of Cash Collateral and the other Prepetition Collateral, <br />and the Credit Parties' entry into the DIP Documents, in accordance with and subject to the <br />terms and conditions in this Final Order and the DIP Documents. <br />(f) The DIP Financing, the Adequate Protection and the use of the Prepetition <br />Collateral (including Cash Collateral) have been negotiated in good faith and at arm's length <br />among the Credit Parties, the DIP Secured Parties, and their respective advisors, and all of the <br />Credit Parties' obligations and indebtedness arising under, in respect of, or in connection with, <br />the DIP Financing and the DIP Documents, including, without limitation, all loans made to and <br />guarantees issued by the Credit Parties pursuant to the DIP Documents and any DIP Obligations <br />shall be deemed to have been extended by the DIP Agents and the DIP Lenders and their <br />respective affiliates in good faith, as that term is used in section 364(e) of the Bankruptcy Code <br />14 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />