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<br />on or prior to such date without the need for any professional engaged by the DIP Secured
<br />Parties or the Prepetition Secured Parties to first deliver a copy of its invoice or other supporting
<br />documentation to the Review Parties (other than the Debtors). No attorney to the DIP Secured
<br />Parties or any Prepetition Secured Party shall be required to file an application seeking
<br />compensation for services or reimbursement of expenses with the Court.
<br />26. Limits to Lender Liability. Nothing in this Final Order, the DIP Documents, or
<br />any other documents related to these transactions shall in any way be construed or interpreted to
<br />impose or allow the imposition upon the DIP Secured Parties (in each case, in their capacities as
<br />such) of any liability for any claims arising from the prepetition or postpetition activities of the
<br />Debtors in the operation of their business, or in connection with their restructuring efforts. So
<br />long as the DIP Secured Parties comply with their obligations under the DIP Documents and
<br />their obligations, if any, under applicable law (including the Bankruptcy Code), (a) the DIP
<br />Secured Parties shall not, in any way or manner, be liable or responsible for (i) the safekeeping
<br />of the DIP Collateral, (ii) any loss or damage thereto occurring or arising in any manner or
<br />fashion from any cause, (iii) any diminution in the value thereof or (iv) any act or default of any
<br />carrier, servicer, bailee, custodian, forwarding agency or other person and (b) all risk of loss,
<br />damage or destruction of the Collateral shall be home by the Credit Parties.
<br />27. Effect of Stipulations on Third Parties. The Debtors' stipulations, admissions,
<br />agreements and releases contained in this Final Order, including, without limitation, in paragraph
<br />7 of this Final Order, shall be binding upon the Debtors and any successor thereto (including,
<br />without limitation, any chapter 7 or chapter I I trustee or examiner appointed or elected for any
<br />of the Debtors) in all circumstances and for all purposes. The Debtors' stipulations, admissions,
<br />56
<br />NY ].179.61
<br />NY 781711-Ba39.2
<br />NY 817988]
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<br />Creditors' Committee has been appointed, by any party in interest with requisite standing, within
<br />75 calendar days after entry of the Interim Order, and (z) such later date as may be agreed in
<br />writing by the Debtors and the DIP Lenders (the deadline established by the foregoing clauses (i)
<br />and (ii), the "Challenge Deadlines") against any of the Prepetition Secured Parties or their
<br />respective affiliates and subsidiaries and each of their respective former or current officers,
<br />partners, directors, managers, members, principals, employees, agents, related funds, investors,
<br />financing sources, financial advisors, attorneys, accountants, investment bankers, consultants,
<br />representatives and other professionals and the respective successors and assigns thereof, in each
<br />case in their respective capacity as such (each a "Representative" and, collectively, the
<br />"Representatives") in connection with matters related to the Prepetition Credit Documents, the
<br />Prepetition Debt, the Prepetition Liens and the Prepetition Collateral; and (b) there is a final non -
<br />appealable order in favor of the plaintiff sustaining any such Challenge in any such timely filed
<br />adversary proceeding or contested matter; providedhowever that any pleadings filed in
<br />connection with any Challenge shall set forth with specificity the basis for such challenge or
<br />claim and any challenges or claims not so specified by an interested party with requisite standing
<br />prior to the Challenge Deadline shall be deemed forever, waived, released and bared; and
<br />provided further that, solely to the extent an order of the Court is entered converting the Chapter
<br />I I Cases to cases under chapter 7 prior to one of the Challenge Deadlines, the Challenge
<br />Deadline applicable to the Creditors' Committee shall be extended solely for the chapter 7
<br />trustee to the later of (i) the Creditors' Committee's Challenge Deadline, or (ii) the date that is 21
<br />days after the appointment of the chapter 7 trustee. Notwithstanding anything contained herein to
<br />the contrary, the Challenge Deadline for a Second Period Challenge will be tolled for the
<br />agreements and releases contained in this Final Order, including, without limitation, in paragraph
<br />7 of this Final Order, shall be binding upon all other parties in interest, including, without
<br />limitation, the Creditors' Committee, and any other person or entity acting or seeking to act on
<br />behalf of the Debtors' estates, in all circumstances and for all purposes unless: (a) such
<br />Creditors' Committee, or any other person or entity acting or seeking to act on behalf of the
<br />Debtors' estates, in each case with requisite standing (subject in all respects to any agreement or
<br />applicable law that may limit or affect such entity's right or ability to do so), has timely filed an
<br />adversary proceeding or contested matter (subject to the limitations contained herein, including,
<br />inter alia, in this paragraph) by no later than (i) with respect to any adversary proceeding or other
<br />contested matter objecting to or challenging the amount, validity, perfection, enforceability,
<br />priority or extent of the Prepetition Debt or the Prepetition Liens, or the allowance of arty
<br />Prepetition Obligation based on the amount of such obligation (i.e., not including any challenge
<br />on a basis such as section 510(c) of the Bankruptcy Code), by August 27, 2020 at 4:00 p.m.
<br />(Eastem) (the "Initial Challenges"); Provided, however that for an Initial Challenge to be
<br />timely, the Creditors' Committee must provide written notice to the Prepetition Secured Parties'
<br />counsel of its intent to file any Initial Challenge and identify the specific Initial Challenges by
<br />August 25, 2020; and (ii) with respect to any other challenge to the Debtors' Stipulations,
<br />asserting or prosecuting any action for preferences, fraudulent transfers or conveyances,
<br />equitable subordination, other avoidance power claims or any other claims, counterclaims or
<br />causes of action, objections, contests or defenses ("Second Period Challenges" collectively with
<br />the Initial Challenges, the "Challenges") (x) the Creditors' Committee with requisite standing by
<br />October 9, 2020 (the "Creditors' Committee's Second Challenge Deadline"), (y) if no
<br />57
<br />NY 78179867
<br />48464W8 139.2
<br />NY 76179867
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<br />Creditors' Committee if it formally moves for an order of this Court conferring such standing or
<br />authority (the "Standing Motion") prior to that Challenge Deadline from the date the Creditors'
<br />Committee so moves until such time as standing is granted or denied pursuant to an order of the
<br />Court with regard to such Standing Motion; Provided that the Challenge Deadline will only be
<br />tolled (a) if such motion attaches a proposed complaint identifying the specific Challenge that the
<br />Creditors' Committee proposes to assert and the defendants against whom such Challenge is
<br />proposed to be asserted and (b) will only be tolled with respect to such Challenge and defendants
<br />specifically identified therein; Provided further that the Creditors' Committee shall have
<br />automatic standing and shall not be required to file a Standing Motion only with respect to any
<br />Initial Challenges; provided further any adversary proceeding or contested matter commenced
<br />with respect to an Initial Challenge may be stayed upon the request of the Prepetition Secured
<br />Parties until the expiration of the Creditors' Committee's Second Challenge Deadline. If no such
<br />Challenge is timely and properly filed prior to the Challenge Deadlines or the Court does not role
<br />in favor of the plaintiff in any such proceeding then: (a) the Debtors' stipulations, admissions,
<br />agreements and releases contained in this Final Order, including, without limitation, those
<br />contained in paragraph 7 of this Final Order, shall be binding on all parties in interest; (b) the
<br />obligations of the Credit Parties under the Prepetition Credit Documents, including the
<br />Prepetition Debt, shall constitute allowed claims not subject to defense, claim, counterclaim,
<br />recharacteri=tion, subordination, offset or avoidance, for all purposes in the Chapter I Cases,
<br />and any subsequent chapter 7 case(s); (c) the Prepetition Liens on the Prepetition Collateral shall
<br />be deemed to have been, as of the Petition Date, legal, valid, binding, perfected, security interests
<br />and liens, not subject to recharacterizetion, subordination, avoidance or other defense; and (d) the
<br />58
<br />NY 78179867
<br />48-7361� R.2
<br />NY 781-7
<br />NY 781]986]
<br />NY 781 9867 9.2
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<br />59
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