2021-03-16_GENERAL DOCUMENTS - C1980004

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CMas4:206MOMM3 DAn¢3Bt3-ffilefFi W]BM/2EnteStibOBJS MMSBA8:1Desi)"ain D6ahil*it PlIggailOSM87 CBis4:2IB61bltQl1"3 Dftl!393-Eile4iMMM12EntEiNiMMMMS®A8:1DesbMain DGshifoic9lt PBgg609 b987 substantively consolidating any of the cases with another case, terminating the joint administration of these Chapter I I Cases or by any other act or omission; (ii) the entry of an order approving the sale of any DIP Collateral pursuant to section 363(b) of the Bankruptcy Code (except to the extent permitted by the DIP Documents); or (iii) the entry of an order confirming a chapter I I plan in any of the Chapter I I Cases and, pursuant to section 1141(d)(4) of the Bankruptcy Code, the Credit Parties have waived any discharge as to any remaining DIP Obligations or Adequate Protection Obligations and with respect to the Prepetition Debt. The Credit Parties shall not propose or support any plan of reorganization or sale of all or substantially all of the Credit Parties' assets, or order confirming such plan or approving such sale, that is not conditioned upon the indefeasible payment in full in cash, no later than the effective date of such plan or sale, of (i) all Adequate Protection Claims of the Prepetition Secured Parties, and (ii) all other claims arising under the DIP Facility of the DIP Secured Parties, in each case in cash or such other consideration acceptable to the Prepetition Secured Parties, regardless of whether the Prepetition Debt becomes undersecured at any point during the Chapter II Cases and regardless of the value of the Prepetition Collateral. The terms and provisions of this Final Order and the DIP Documents shall continue in these Chapter I I Cases, in any successor cases if these Chapter I 1 Cases cease to be jointly administered and in any superseding chapter 7 cases under the Bankruptcy Code, and the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the Prepetition Debt, the Prepetition Liens and the Adequate Protection Claims and all other rights and remedies of the DIP Secured Parties and the Prepetition Secured Parties granted by the provisions of this Final Order and the DIP 48 NY ]8179867 { _730 " 9.2 NV 78179867 Ci'i3h_s4:P2WAaXM3 DGt 23Bt3-FileEMMM/2Entean2t'elIE9PI MSM4M:1Desb"ain D6ebih@9(t P@gg65mb987 realization on the Prepetition Debt, Prepetition Collateral, DIP Obligations, DIP Collateral, and the liens, claims and rights granted to such parties under the Interim Order or this Final Order, as applicable, each in accordance with the DIP Documents, the Prepetition Credit Documents or this Final Order; (iii) to seek to modify any of the rights and remedies granted to the Prepetition Secured Parties or the DIP Secured Parties under this Final Order, the Prepetition Credit Documents or the DIP Documents, as applicable; (iv) to apply to the Court for authority to approve superpriority claims or grant liens (other than the liens permitted pursuant to the DIP Documents) or security interests in the DIP Collateral or any portion thereof that an, senior to, or on parity with, the DIP Liens, DIP Superpriority Claims, adequate protection liens and superpriority claims and liens granted to the Prepetition Secured Parties, unless all DIP Obligations, Prepetition Debt, Adequate Protection, and claims granted to the DIP Secured Parties or Prepetition Secured Parties under this Final Order, have been refinanced or paid in full or otherwise agreed to in writing by the DIP Secured Parties; or (v) to seek to pay any amount on account of any claims arising prior to the Petition Date unless such payments are agreed to in writing by the DIP Lenders, in or are otherwise included in the "Approved Cash Flow Forecast" (subject to Permitted Variances); Providedthat, notwithstanding anything to the contrary herein, the Creditors' Committee may use the proceeds of the DIP Loans, DIP Collateral (including Cash Collateral) and/or the Carve -Out to investigate, but not prosecute, (i) the claims and liens of the Prepetition Secured Parties and (ii) potential claims, counterclaims, causes of action or defenses against the Prepetition Secured Parties; Provided, father that no more than $75,000 of the proceeds of the DIP Loans, DIP Collateral (including Cash Collateral) and/or the Carve -Out (the "Challenge Budget") may be used by the Creditors' Committee to cover the aggregate Documents shall continue in full force and effect until the DIP Obligations are paid in full, as set forth herein and in the DIP Documents, and the DIP Commitments have been terminated. 22. Limitation on Use of DIP Financing Proceeds and Collateral. Notwithstanding any other provision of this Final Order or any other order entered by the Court, no DIP Loans, DIP Collateral, Prepetition Collateral or any portion of the Carve -Out, may be used directly or indirectly by any Debtor, the Creditors' Committee, or any trustee appointed in the Chapter I Cases or any successor case, including any chapter 7 case, or any other person, party or entity (i) in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation (a) against the DIP Secured Parties, or the Pmpetition Secured Parties, or their respective predecessors -in -interest, agents, affiliates, representatives, attorneys, or advisors, or any action purporting to do the foregoing in respect of the Prepetition Debt, liens on the Prepetition Collateral, DIP Obligations, DIP Liens, DIP Superpriority Claims and/or the adequate protection, adequate protection liens and superpriority claims granted to the Prepetition Secured Parties under the Interim Order or this Final Order, as applicable, or (b) challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset with respect to, the Prepetition Debt, liens on the Prepetition Collateral, DIP Obligations, DIP Liens, DIP Superpriority Claims, and/or the liens, claims, rights, or security interests granted under the Interim Order, this Final Order, the DIP Documents or the Prepetition Credit Documents including, in each case, without limitation, for lender liability or pursuant to section 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code, applicable non -bankruptcy law or otherwise; (ii) to prevent, hinder, or otherwise delay the Prepetition Secured Parties' or the DIP Secured Parties', as applicable, enforcement or 49 NY 78179867 11-9439.2 NY 781 NV 7a17B967 CQiEs4:2D6 AZ0M3 DMOU3-ffileffi MMIB/2EntEretbfWIEffl M503k8:1Desb"ain D6sbd*PR P84g621abY87 costs, fees and expenses incurred in connection with its investigation of (but not an objection or commencement of litigation with respect to) any Challenge (defined below). 23. Real Property Leases. As a requirement and precondition to the DIP Secured Parties' willingness to lend and in furtherance of the DIP Superpriority Claims provided for in this Final Order and pursuant to the DIP Documents, which are payable from and have recourse to all of the Debtors' pre- and post -petition property including, among other things, each leasehold interest in the Leases (as defined in the DIP Credit Agreement) to which a Debtor is a counterparty (each, a "Real Property Lease"), the DIP Secured Parties shall have the following protections with respect to the Debtors' Real Property Leases, regardless of whether any particular Real Property Lease or group of Real Property Leases constitutes Collateral, which protections shall be enforced by the DIP Agents or DIP Secured Parties as authorized, approved, and granted pursuant to the provisions of this Final Order and in accordance with the terms of the DIP Credit Agreement (and, after the indefeasible payment in full in cash of the DIP Obligations, (i) defined terms used in this paragraph 23 relating to the DIP Documents shall be deemed to be references to corresponding defined terms relating to the Prepetition Credit Documents, (h) any notice herein required to be delivered pursuant to this paragraph 23 to the DIP Agents shall instead be required to be delivered to each of the Prepetition Agent and the Prepetition Collateral Agent, and (iii) the automatic stay provisions pursuant to section 362 of the Bankruptcy Code are vacated and modified to the extent necessary so as to permit the DIP Agents, the DIP Secured Parties, the Prepetition Agent and the Prepetition Collateral Agent, as applicable, and the Prepetition Secured Parties to exercise any of their rights with respect to Real Property Leases under this paragraph 23): 50 NY ]8179867 48{ 7341-a039.2 NY 78179867 I8N 7341$ 9.2 NY 7a179aa7 a