2021-03-16_GENERAL DOCUMENTS - C1980004

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C4];ase:PML6k14QlMM3 D(kD2U3-ffilegi(i8/MM/2EntEtethOWIM MSM49?:10esDUain DbzbiheA't PB1J9el:mb987 CoasB:2061bg21M&3 D(io23B13-FileBiD811E M/2EntEtelfWlH@i8M503;42:lDesDMain D5ehilx*6 t P@gge18bb987 (including Cash Collateral) from and after the Petition Date, if any ("Diminution in Collateral Value'), for any reason provided for under the Bankruptcy Code (the "Adequate Protection Claims"). To the extent of any Diminution in Collateral Value, the Prepetition Secured Parties are hereby granted the following, in each case subject to the Carve -Out (collectively, the "Adequate Protection Obligations"): (a) Adequate Protection Liens. The Prepetition Collateral Agent, for itself and for the benefit of other Prepetition Secured Parties, is hereby granted (effective and perfected upon the date of the Interim Order and without the necessity of the execution of any mortgages, security agreements, pledge agreements, financing statements or other agreements), in the amount of the Prepetition Secured Parties' Adequate Protection Claims, a valid, perfected replacement security interest in and lien upon all of the DIP Collateral (the "Adequate Protection Liens"), subject and subordinate to (i) the Carve -Out, (ii) the DIP Liens and any liens to which the DIP Liens are junior (including the Permitted Liens), and (iii) Prepetition Liens; provided, that to the extent that certain Prepetition Collateral is released from the Prepetition Liens in connection with a final order of the Court granting any Challenge, then the Adequate Protection Liens on such Prepetition Collateral shall be released to the same extent. (b) Section 507(b) Claim. The Prepetition Agent, for itself and for the benefit of the Prepetition Lenders, is hereby granted, subject to the Carve -Out, an allowed wperpriority administrative expense claim as provided for in section 507(b) of the Bankruptcy Code in the amount of the Prepetition Secured Parties' Adequate Protection Claims (the "Adequate Protection 507(b) Claims"), which Adequate Protection 507(b) Claims shall be payable from and have recourse to all DIP Collateral and all proceeds thereof (except for Avoidance Actions, 40 NY 78179867 4ae47341 39.2 NY 78179987 Cr�t4:PlP0W@�4&3 DOn@3B13-ffileB�lIB@ID/2ffntEtett�flH'HI8t85®ri8:1De50A8ain DEctidaesR P1Rgge432)bT97 Prepetition Credit Agreement (the "Adequate Protection Fees and Expenses"), subject to the review procedures set forth in paragraph 27 of this Final Order. (e) Prepetition Secured Parties' Information Rights. The Debtors shall promptly provide the Prepetition Agent, on behalf of itself and the Prepetition Secured Parties, with all required written financial reporting and other periodic reporting to the extent required to be provided to the DIP Agent or the DIP Secured Parties in accordance with the DIP Documents, including but not limited to the reporting required under section 7.01(a) of the DIP Credit Agreement and shall also provide such reporting to the Creditors' Committee. (t) Prepetition Secured Parties' Adequate Protection Milestones. The Prepetition Secured Parties are hereby entitled to performance of the milestones set forth in Schedule 7.01(y) of the DIP Credit Agreement, as amended in connection with this Final Order (the "Adequate Protection Milestones"), which cannot be waived, amended, modified or extended from time to time, in each case as to the Prepetition Secured Parties, absent prior written consent of the Prepetition Requisite Lenders.) s (g) The Adequate Protection Milestones, reporting obligations above shall survive any termination of the DIP Credit Agreement or the DIP Commitments thereunder. Following any such termination of the DIP Credit Agreement or the DIP Commitments thereunder, the Adequate Protection Milestones may be waived, amended, modified or extended from time to time by the Prepetition Requisite Lenders (in then sole discretion). 19. Reservation of Rights of Prepetition Secured Parties. Under the circumstances and given that the above -described adequate protection is consistent with the Bankruptcy Code, ' "Prepetition Requisite Lenden" means "Required Lenders" as defined in the Repetition Credit Agreement, 42 Avoidance Proceeds and Unencumbered Commercial Tort Claims). The Adequate Protection 507(b) Claims shall he subject and subordinate only to the Carve -Out, the DIP Superpriority Claims, and the prepetition claims of the Prepetition Secured Parties. The Prepetition Secured Parties shall not receive or retain any payments, property or other amounts in respect of the Adequate Protection 507(b) Claims unless and until the DIP Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and any claims having a priority superior to or pari passu with the DIP Superpriority Claims have indefeasibly been paid in cash in full and all DIP Commitments have been terminated. (c) Adequate Protection Payments. As additional adequate protection, subject to the Carve -Out as set forth in this Final Order, the Prepetition Agent shall receive, for the benefit of the Prepetition Lenders, current payment of interest (at the contractual default rate) due under the Prepetition Credit Agreement (the "Adequate Protection Payments"), whether due prior to, on, or subsequent to the Petition Date, subject to the rights reserved in paragraph 27 below. (d) Adequate Protection Fees and Expenses. As further adequate protection, subject to the Carve -Out as set forth in this Final Order, the Credit Parties shall provide current cash payments of the reasonable and documented prepetition and postpetition fees and expenses of the Prepetition Agent under the Prepetition Credit Documents and the Prepetition Lenders, including, but not limited to, the reasonable and documented fees and out-of-pocket expenses of Stroock, (in its capacity as counsel to the Prepetition Agent and Prepetition Lenders) and Jackson Kelly PLLC, (in its capacity as local counsel to the Prepetition Lenders) in accordance with the 41 NY ]8179867 484.4734X1,2 NY 78170M7 C9WNfl:P06M02W3 DOme3B13-Ilile6MIZJM/2EntEtetEtl MMMSU02:1Desb"Bin DCebi*pft PRggel43rbT97 the Court finds that the Adequate Protection provided herein is reasonable and sufficient to protect the interests of the Prepetition Secured Parties; provided that any of the Prepetition Secured Parties may request further or different adequate protection. 20. Perfection of DIP Liens and Adequate Protection Liens. (a) The DIP Collateral Agent, the DIP Secured Parties and the Prepetition Secured Parties are hereby authorized, but not required, to file or word (and to execute in the time of the Credit Parties, as their true and lawful attorneys, with full power of substitution, to the maximum extent permitted by law) financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments in any jurisdiction, or take possession of or control over cash or securities or other property, or take any other action in order to validate and perfect the liens and security interests granted to them hereunder. Whether or not the DIP Collateral Agent (on behalf of the DIP Secured Parties) or the Prepetition Secured Parties shall, in their sole discretion, choose to file such financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or take possession of or control over any cash or securities or other property, or otherwise confirm perfection of the liens and security interests granted to them hereunder, such liens and security interests shall be deemed valid, perfected, allowed, enforceable, non -avoidable and not subject to challenge, dispute or subordination (subject to the priorities set forth in this Final Order), at the time and on the date of entry of this Final Order or thereafter. Upon the request of the DIP Collateral Agent or the Prepetition Collateral Agent, as applicable, each of the Prepetition Secured Parties and the Credit Parties, without any further consent of any party, is authorized to take, execute, deliver and file such instruments (in each case, without representation or warranty of any kind) to enable the DIP NY J9179967 484 7341-8439.2 NY 78179967 4 7341-8439.2 NY 78170867 43