Common use of Business Judgment and Good Faith Pursuant to Section 364(e) Clause in Contracts

Business Judgment and Good Faith Pursuant to Section 364(e). (i) The terms and conditions of the DIP Facility, and the fees paid and to be paid thereunder, are fair, reasonable, and the best available under the circumstances, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and consideration; (ii) the DIP Facility was negotiated in good faith and at arm’s length among the Debtors and the DIP Secured Parties; and (iii) the use of the proceeds to be extended under the DIP Facility will be so extended in good faith, and for valid business purposes and uses, as a consequence of which the DIP Secured Parties are entitled to the protection and benefits of Section 364(e) of the Bankruptcy Code.

Business Judgment and Good Faith Pursuant to Section 364(e). (i) The terms and conditions of the DIP FacilityFacility and the DIP Credit Agreement, and the fees paid and to be paid thereunder, are fair, reasonable, and the best available under the circumstances, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and consideration; (ii) the DIP Facility was negotiated in good faith and at arm’s arms’ length among between the Debtors and the DIP Secured Parties; and (iii) the use of the proceeds to be extended under the DIP Facility will be so extended in good faith, and for valid business purposes and uses, as a consequence of which the DIP Secured Parties are entitled to the protection and benefits of Section section 364(e) of the Bankruptcy Code.