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<br />CCchiltext PRggt60bbT97
<br />Prepetition Debt and the Prepetition Liens on the Prepetition Collateral shall not be subject to
<br />any other or further claim or challenge by the Creditors' Committee, or any other party in
<br />interest acting or seeking to act on behalf of the Debtors' estates, including, without limitation,
<br />any successor thereto (including, without limitation, any chapter 7 trustee or chapter I I trustee or
<br />examiner appointed or elected for any of the Debtors) and any defenses, claims, causes of action,
<br />counterclaims and offsets by any Creditors' Committee, if any, or any other party acting or
<br />seeking to act on behalf of the Debtors' estates, including, without limitation, any successor
<br />thereto (including, without limitation, any chapter 7 trustee or chapter I I trustee or examiner
<br />appointed or elected for any of the Debtors), whether arising under the Bankruptcy Code or
<br />otherwise, against any of the Prepetition Secured Parties and their Representatives arising out of
<br />or relating to any of the Prepetition Credit Documents shall he deemed forever waived, released
<br />and barred. If any such Challenge is timely filed prior to a Challenge Deadline, the stipulations,
<br />admissions, agreements and releases contained in this Final Order, including, without limitation,
<br />those contained in paragraph 7 of this Final Order, shall nonetheless remain binding and
<br />preclusive (as provided in the second sentence of this paragraph) on all parties in interest (other
<br />than the party that has brought such Challenge in connection therewith, and then only with
<br />respect to the stipulations, admissions, agreements and releases that are subject to the Challenge
<br />and not to any stipulations, agreements, admissions and releases not subject to the Challenge)
<br />except to the extent that such stipulations, admissions, agreements and releases were expressly
<br />and successfully challenged in such Challenge as set forth in a final, non -appealable order of a
<br />court of competent jurisdiction. Nothing in this Final Order vests or confers on any Person (as
<br />defined in the Bankruptcy Code), including any Creditors' Committee, standing or authority to
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<br />C6a:hlhbrR PRgg1882)b987
<br />DIP Agents against, and binding upon, each landlord party thereto. Any title, landlord's lien,
<br />right of distraint or levy, security interest or other interest that any landlord or mortgagee may
<br />have in any DIP Collateral or Prepetition Collateral of the Debtors located on such leased
<br />premises, to the extent the same is not avoidable under sections 544, 545, 547, 548, 549, 550, or
<br />552 of the Bankruptcy Code, applicable non -bankruptcy law or otherwise, is hereby expressly
<br />subordinated to the liens of the DIP Secured Parties and the Prepetition Secured Parties.
<br />(b) Without limiting any other rights or remedies of the DIP Agents or the
<br />other DIP Secured Parties set forth in this Final Order, the DIP Documents, or otherwise
<br />available at law or in equity, and subject to the terms of the DIP Documents, upon three (3)
<br />business days' written notice to counsel to the Debtors and any landlord, lienholder, licensor, or
<br />other third party owner of any leased or licensed premises or intellectual property, after the
<br />expiration of the Remedies Notice Period, that an Event of Default has occurred and is
<br />continuing, the DIP Agents, (i) may, unless otherwise expressly provided in any separate
<br />agreement by and between the applicable landlord or licensor and the DIP Agents, enter upon
<br />any leased or licensed premises of the Debtors for the purpose of exercising any remedy with
<br />respect to DIP Collateral located thereon, and (ii) shall be entitled to all of the Debtors' rights
<br />and privileges as lessee or licensee under the applicable license and to use any and all
<br />trademarks, trade names, copyrights, licenses, patents, or any other similar assets of the Debtors,
<br />which are owned by or subject to a lien of any third party and which are used by Debtors in their
<br />businesses, without unreasonable interference from landlords, lienholders, or licensors
<br />thereunder; provided, however, that the DIP Agents (on behalf of the DIP Lenders) shall pay
<br />only rent and additional rent, fees, royalties, or other monetary obligations of the Debtors that
<br />pursue any claim or cause of action belonging to the Debtors or their estates with respect to a
<br />Second Period Challenge. Any Standing Motion shall attach a draft complaint or other pleading
<br />that sets forth such Challenge, and any Challenge not included therein shall be deemed forever
<br />waived, released, and barred. For the avoidance of doubt, none of the foregoing challenge
<br />provisions set forth in this paragraph shall apply to any DIP Secured Party, in their capacities as
<br />such, and in no event shall the DIP Facility, DIP Obligations or DIP Liens be subject to
<br />challenge pursuant to this paragraph on avoidance or any other grounds by any party.
<br />28. Postpetition Release. In addition, notwithstanding anything to the contrary set
<br />forth herein, upon the repayment of all DIP Obligations owed to the DIP Agents and the DIP
<br />Secured Parties by the Debtors and termination of the rights and obligations arising under the
<br />DIP Documents (which payment and termination shall be on terms and conditions acceptable to
<br />the DIP Agents), the DIP Agents and the DIP Lenders shall be released from any and all
<br />obligations, liabilities, actions, duties, responsibilities and causes of action arising or occurring,
<br />on or prior to the date of such repayment and termination, in connection with or related to the
<br />DIP Documents, or the Interim Order (including without limitation any obligation or
<br />responsibility (whether direct or indirect, absolute or contingent, due or not due, primary or
<br />secondary, liquidated or unliquidated) to pay or otherwise fund the Carve -Out on terms and
<br />conditions acceptable to the DIP Agents).
<br />29. Landlord Agreements; Access.
<br />(a) All collateral access agreements to which the Prepetition Collateral Agent
<br />is a party shall hereby continue to be deemed to be amended to include the DIP Agents as a
<br />beneficiary thereunder, and such agreements shall thereafter be additionally enforceable by the
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<br />first arise after the written notice referenced above from the DIP Agents and that accrue during
<br />the period of such occupancy or use by DIP Agents calculated on a per diem basis. For the
<br />avoidance of doubt, (A) all of the Debtors' obligations under any applicable lease or license shall
<br />not be affected, limited, or otherwise modified by the rights granted to the DIP Agents pursuant
<br />to this paragraph and (B) any affected landlords, lienholders, and/or licensors shall retain all
<br />remedies available under applicable non -bankruptcy law. Nothing herein shall require the
<br />Debtors, the DIP Agents or the other DIP Secured Parties, to assume any lease or license under
<br />Bankruptcy Code section 365(a) as a precondition to the rights afforded to the DIP Agents and
<br />the other DIP Secured Parties herein.
<br />30. Master Proojoj Claim. The Prepetition Agent shall not be required to file proofs
<br />of claim in the Chapter I Cares or any successor case in order to assert claims on behalf of
<br />itself and the applicable Prepetition Secured Parties for payment of the applicable Prepctition
<br />Debt arising under the applicable Prepetition Credit Documents, nor shall any other Prepetition
<br />Secured Party be required to file any proofs of claim in the Chapter I 1 Cases or any successor
<br />case in order to assert claims on behalf of itself for payment of the Prepetition Debt arising under
<br />the Prepetition Credit Documents. The statements of claim in respect of the Prepetition Debt set
<br />forth in this Final Order, together with any evidence accompanying the Motion and presented at
<br />the Hearings, are deemed sufficient to and do constitute proofs of claim in respect of such debt
<br />and such secured status. However, in order to facilitate the processing of claims, to ease the
<br />burden upon the Court and to reduce an unnecessary expense to the Debtors' estates, the
<br />Prepetition Agent is authorized to file in the Debtors' lead chapter 11 case, In re Hopedole
<br />Mining LLC, et al., Case No. 20-12043, a single, master proof of claim on behalf of the relevant
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