of each applicable interest period (with rolling 30-day interest periods). Interest on the New Second Lien Term Loan Facility will be paid in kind (“PIK Interest”) on the last day of each applicable interest period (with rolling 30-day interest periods) but no longer than quarterly by adding the accrued and unpaid amount thereof to the principal balance under the New Second Lien Term Loan Facility and then accruing interest on such increased principal amount.
The Exit Facilities will be secured by, in each case subject to certain limitations and exceptions set forth in the Exit Facilities Documents, (i) the same collateral package as currently secures the Prepetition Bridge Facility (which includes liens on all personal property of the borrowers and the guarantors thereunder, including deposit account control agreements, direct and indirect equity interests in entities owning certain real property (collectively, the “Borrowing Base Properties”), and first-lien mortgages on the Borrowing Base Properties), and (ii) an additional pledge of direct and indirect ownership interests in each borrower and all subsidiaries and joint ventures of the borrowers, to the extent not already pledged, other than to the extent such pledge is prohibited by secured property level debt documents or the organizational documents of any subsidiary or joint venture (collectively, the “Collateral”). The Postpetition Senior Secured Facilities will be secured by a first lien on the Collateral, and the New Second Lien Term Loan Facility will be secured by a second lien on the Collateral. Additionally, providers of specified derivatives will be secured pari passu with the Postpetition Senior Secured Facilities, subordinate in the payment waterfall to payment in full of the obligations under the Postpetition Senior Secured Facilities.
Provided that no default or event of default, or except with respect to real properties subject to certain existing sale agreements, no event of default, then exists, the Reorganized Debtors will have the right to have the lien released on portions of the real property Collateral upon the disposition thereof to an unaffiliated third party on an arms’-length basis subject to the release procedures and application of the proceeds specified in the Exit Facilities Documents.
The Exit Facilities will contain standard and customary conditions precedent for a real estate secured transaction and covenants and events of default based substantially upon the terms of the Prepetition Unsecured Credit Agreements. In addition, the Exit Facilities will include financial covenants related to minimum liquidity, anti-cash hoarding, cash trap, minimum senior debt yield and minimum corporate debt yield.
Unless otherwise specified, the treatment set forth in the Plan and Confirmation Order will be in full satisfaction of all claims against and interests in the Debtors, which will be discharged on the Effective Date.
Additional information regarding the classification and treatment of claims and interests can be found in Article II. Administrative Claims, Priority Tax Claims and Statutory Fees, and Article III. Classification and Treatment of Claims and Interests of the Plan.
Post-Emergence Governance and Management
Each Debtor, as a Reorganized Debtor, will continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the Governance Documents in effect prior to the Effective Date, except to the extent such Governance Documents are amended under the Plan or otherwise.