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<br />0) all cash, securities or other property of the Credit Parties (and the proceeds
<br />therefrom) as of the Petition Date, including, without limitation, all cash, securities or other
<br />property (and the proceeds therefrom) and other amounts on deposit or maintained by the Credit
<br />Parties in any account or accounts (collectively, the "Depository Institutions") were subject to
<br />any applicable rights of set-off under the Prepetition Credit Documents and applicable law, for
<br />the benefit of the Prepetition Secured Parties. All proceeds of the Prepetition Collateral
<br />(including cash on deposit at the Depository Institutions as of the Petition Date, securities or
<br />other property, whether subject to control agreements or otherwise, in each case that constitutes
<br />Prepetition Collateral) are "cash collateral" of the Prepetition Secured Parties within the
<br />meaning of section 363(a) of the Bankruptcy Code (the "Cash Collateral").
<br />8. Findings Regarding the DIP Financing and Use of Cash Collateral.
<br />(a) Good and sufficient cause has been shown for the entry of this Final Order
<br />and for authorization of the Credit Parties to obtain financing pursuant to the DIP Facility.
<br />(b) The Credit Parties have a need to obtain the DIP Financing and to
<br />continue to use the Prepetition Collateral (including Cash Collateral) in order to, among other
<br />things, avoid the liquidation of these estates and solely in accordance with, and subject to, the
<br />Approved Cash Flow Forecast: (i) permit the orderly continuation of the operation of their
<br />businesses, including maintaining, amending, renewing, or modifying insurance policies and
<br />surety bonds in the ordinary course of business, (ii) maintain business relationships with
<br />customers, vendors and suppliers, including purchasing necessary materials and services to
<br />maintain compliance with all applicable regulatory and safety requirements, (iii) make payroll,
<br />(iv) satisfy other working capital, capital improvement and operational needs, (v) pay
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<br />(d) Based on the Motion, the declarations filed in support of the Motion, and
<br />the record presented to the Courtal 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 Pmpetition 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 he 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 />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 I 1 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 -Om, 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 />M
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<br />and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code,
<br />and the DIP Secured Parties (and the successors and assigns thereof) shall be entitled to the full
<br />protection of section 364(e) of the Bankruptcy Code in the event that the Interim Order or any
<br />provision thereof, or this Final Order or any provision hereof, are vacated, reversed or modified,
<br />on appeal or otherwise.
<br />(g) The Prepetition Secured Parties have acted in good faith regarding the DIP
<br />Financing and the Credit Parties' continued use of the Prepetition Collateral (including Cash
<br />Collateral) to fund the administration of the Credit Parties' estates and continued operation of
<br />their businesses (including the incurrence and payment of the Adequate Protection Obligations
<br />and the granting of the Adequate Protection Liens (as defined herein)), in accordance with the
<br />terms hereof, and the Prepetition Secured Parties (and the successors and assigns thereof) shall
<br />be entitled to the full protection of section 363(m) of the Bankruptcy Code in the event that the
<br />Interim Order or any provision thereof, or this Final Order or any provision hereof, is vacated,
<br />reversed or modified, on appeal or otherwise.
<br />(h) The Prepetition Secured Parties are entitled to the Adequate Protection
<br />provided in this Final Order as and to the extent set forth herein pursuant to sections 361, 362,
<br />363 and 364 of the Bankruptcy Code. Based on the Motion, the declarations filed in support of
<br />the Motion, and the record presented to the Court at the Hearings, the terms of the proposed
<br />Adequate Protection arrangements and of the use of the Prepetition Collateral (including Cash
<br />Collateral) are fair and reasonable, reflect the Credit Patties' prudent exercise of business
<br />judgment and constitute reasonably equivalent value and fair consideration for the use of the
<br />Prepetition Collateral (including Cash Collateral); provided that nothing in this Final Order or
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