Case GLT Doc 432 Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Main Document Page 1 of 4

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1 Case GLT Doc 432 Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Main Document Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Case No (GLT rue21, inc., et al., 1 Chapter 11 Debtors. (Jointly Administered Hearing Date: June 12, 2017 at 10:00 rue21, inc., et al., Objection Deadline: June 5, 2017 at 4:00 p.m. (prevailing Eastern Time Movants, Related to Docket Nos. 20, 141,384, v. 387, 388, 391, 392, 393, 394, 397 ARC NPHUBOH001, LLC, ARC RBASHNC001, LLC, Aronov Realty Management, Brixmor Property Group, Inc., Centennial Real Estate Company, LLC, C.E. John Company, Inc., Deutsche Asset & Wealth Management, Devonshire REIT, Durango Mall, LLC, Foursquare Properties, Inc., Gem Realty Capital, Inc., Kravco Company, LLC, KRE Broadway Mall Owner, LLC, KRE Colonie Owner, LLC, The Macerich Company, PGIM Real Estate, SIMA Management Corporation, Southgate Mall Associates, LLP, Starwood Retail Partners LLC, Vintage Real Estate, LLC, Weitzman Management Corporation, and YTC Mall Owner, LLC, MP Elko, LLC, Surprise Marketplace Holdings, Weingarten Realty Investors, Weingarten I-4 Clermont Landing, LLC, WRI Alliance Riley Joint Venture, WRI Lakeside Marketplace, LLC, and WRI Mueller, LLC, CBL & Associates Management, Inc., Washington Prime Group Inc., Athens Center, LLC, Ramco-Gershenson Properties, Trust and Phillips Edison & Company Ltd., Bloomfield 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: rue21, inc. (1645; Rhodes Holdco, Inc. (6922; r services llc (9425; and rue services corporation (0396. The location of the Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania

2 Case GLT Doc 432 Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Main Document Page 2 of 4 Holdings, LLC, Leeds Retail Center, LLC, South Boston (South Boston WMA, LLC, Duluth (Gwinnett SSR, LLC, Norton (Norton SRX, LLC, IREIT Shreveport Regal Court, L.L.C., IREIT Louisville Dixie Valley, L.L.C., IREIT West Valley City Lake Park, L.L.C., IREIT Wilson Marketplace, L.L.C., Lake Geneva Retail LeaseCo, L.L.C., Yuma Palms LeaseCo, L.L.C., IRC Goldenrod Marketplace II, L.L.C., Tanglewood Parkway Elizabeth City, LLC, IRC Bradley Commons, L.L.C., PTI Ft. Wayne, LLC, IRC Aurora Commons, L.L.C., IRC Timmerman Plaza, L.L.C., IRC Stone Creek, L.L.C., Honey Creek DST, WHLR-Fort Howard Square, LLC and WHLR-Village of Martinsville, LLC, DDR Corp., DLC Management Corp., GGP Limited Partnership, Gregory Greenfield & Associates Ltd., Jones Lang LaSalle Americas, Inc., Northwest Capital Investment Group, LLC, Regency Centers Corp., Rouse Properties, Inc. and ShopCore Properties, LP, KRG Shops at Moore, LLC, KRG Plaza Green, LLC, KRG Evans Mullins, LLC, KRG Aiken Hitchcock, LLC, KRG New Hill Place, LLC, KRG Las Vegas Centennial Center, LLC, KRG Dallas Wheatland, LLC, and KRG Alcoa Hamilton, LLC Respondents. MOTION FOR LEAVE TO FILE DEBTOR S OMNIBUS REPLY IN SUPPORT OF MOTION FOR POSTPETITION FINANCING AND USE OF CASH COLLATERAL The above-captioned debtors and debtors in possession (collectively, the Debtors 2 file this motion (the Motion respectfully requesting entry of an order (the Order, substantially in the form attached hereto as Exhibit A, for leave to file the Debtors Omnibus Reply in Support 2 A detailed description of the Debtors and their business is set forth in greater detail in the Declaration of Todd M. Lenhart, Acting Chief Financial Officer and Senior Vice President of Accounting of rue21, inc. in Support of Chapter 11 Petitions and First Day Motions [Docket No. 8], filed contemporaneously with the Debtors voluntary petitions for relief filed under chapter 11 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code, on May 15, 2017 (the Petition Date, as supplemented by the Addendum to Declaration of Todd M. Lenhart, Acting Chief Financial Officer and Senior Vice President of Accounting of Rue21, Inc., In Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 194] (the First Day Declaration. The First Day Declaration is fully incorporated herein by reference

3 Case GLT Doc 432 Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Main Document Page 3 of 4 of Motion for Postpetition Financing and Use of Cash Collateral (the Omnibus Reply, and in support of this Motion, states as follows: 1. On May 16, 2017, the Debtors filed the Debtors' Emergency Motion for Entry of Interim and Final Orders (I Authorizing the Debtors to Obtain Postpetition Financing, (II Authorizing the Debtors to Use Cash Collateral, (III Granting Liens and Providing Superpriority Administrative Expense Status, (IV Granting Adequate Protection to the Prepetition Lenders, (V Modifying the Automatic Stay, (VI Scheduling a Final Hearing, and (VII Granting Related Relief [Docket No. 20] (the DIP Motion. 2. On May 18, 2017, the Court entered the Interim Order (I Authorizing the Debtors to Obtain Postpetition Financing, (II Authorizing the Debtors to Use Cash Collateral, (III Granting Liens and Providing Superpriority Administrative Expense Status, (IV Granting Adequate Protection to the Prepetition Lenders, (V Modifying Automatic Stay, (VI Scheduling a Final Hearing, and (VII Granting Related Relief [Docket No. 141]. 3. On June 5, 2017, certain parties (collectively, the Objectors filed objections 3 (collectively, the Objections to the DIP Motion. 4. The Objections assert, among other things, that the Objectors are entitled to immediate payment of Stub Rent and that the waiver of creditors rights contained in the final order approving the DIP Facilities is unsuitable unless Stub Rent is paid immediately. Accordingly, the Omnibus Reply is necessary in order to give the Debtors an opportunity to respond to the legal assertions made in the Objections. A copy of the Omnibus Reply is attached hereto as Exhibit B. 3 The objections relevant to this Reply include Docket Nos. 384, 387, 388, 391, 392, 393, 394, 397 (collectively, the Objections, and the parties thereto, the Objectors

4 Case GLT Doc 432 Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Main Document Page 4 of 4 5. Furthermore, the Debtors believe that the Omnibus Reply will be helpful to the Court in framing the issues for disposition of the DIP Motion. No prejudice will result to the Objectors if leave is granted to file the Omnibus Reply. 6. This Motion is accompanied by a proposed order attached hereto as Exhibit A. Accordingly, the Debtors submit that this Motion satisfies W.PA.LBR (a and WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A: (i granting leave to file the attached Omnibus Reply, and (ii such other and further relief as may be just and proper. Dated: June 7, 2017 Jonathan S. Henes, P.C. (admitted pro hac vice Nicole L. Greenblatt, P.C. (pro hac vice admission pending Robert A. Britton (admitted pro hac vice George Klidonas (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( /s/ Eric A. Schaffer Eric A. Schaffer (PA I.D. #30797 Jared S. Roach (PA I.D. # REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Telephone: ( Facsimile: ( Proposed Local Counsel to the Debtors and Debtors in Possession Proposed Counsel to the Debtors and Debtors in Possession - 4 -

5 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Proposed Order Page 1 of 4 EXHIBIT A Proposed Order

6 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Proposed Order Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Case No (GLT rue21, inc., et al., 4 Chapter 11 Debtors. (Jointly Administered Hearing Date: June 12, 2017 at 10:00 rue21, inc., et al., Movants, v. ARC NPHUBOH001, LLC, ARC RBASHNC001, LLC, Aronov Realty Management, Brixmor Property Group, Inc., Centennial Real Estate Company, LLC, C.E. John Company, Inc., Deutsche Asset & Wealth Management, Devonshire REIT, Durango Mall, LLC, Foursquare Properties, Inc., Gem Realty Capital, Inc., Kravco Company, LLC, KRE Broadway Mall Owner, LLC, KRE Colonie Owner, LLC, The Macerich Company, PGIM Real Estate, SIMA Management Corporation, Southgate Mall Associates, LLP, Starwood Retail Partners LLC, Vintage Real Estate, LLC, Weitzman Management Corporation, and YTC Mall Owner, LLC, MP Elko, LLC, Surprise Marketplace Holdings, Weingarten Realty Investors, Weingarten I-4 Clermont Landing, LLC, WRI Alliance Riley Joint Venture, WRI Lakeside Marketplace, LLC, and WRI Mueller, LLC, CBL & Associates Management, Inc., Washington Prime Group Inc., Athens Center, LLC, Ramco-Gershenson Properties, Trust and Phillips Edison & Company Ltd., Bloomfield Holdings, LLC, Leeds Retail Center, LLC, South Objection Deadline: June 5, 2017 at 4:00 p.m. (prevailing Eastern Time 4 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: rue21, inc. (1645; Rhodes Holdco, Inc. (6922; r services llc (9425; and rue services corporation (0396. The location of the Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania

7 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Proposed Order Page 3 of 4 Boston (South Boston WMA, LLC, Duluth (Gwinnett SSR, LLC, Norton (Norton SRX, LLC, IREIT Shreveport Regal Court, L.L.C., IREIT Louisville Dixie Valley, L.L.C., IREIT West Valley City Lake Park, L.L.C., IREIT Wilson Marketplace, L.L.C., Lake Geneva Retail LeaseCo, L.L.C., Yuma Palms LeaseCo, L.L.C., IRC Goldenrod Marketplace II, L.L.C., Tanglewood Parkway Elizabeth City, LLC, IRC Bradley Commons, L.L.C., PTI Ft. Wayne, LLC, IRC Aurora Commons, L.L.C., IRC Timmerman Plaza, L.L.C., IRC Stone Creek, L.L.C., Honey Creek DST, WHLR-Fort Howard Square, LLC and WHLR-Village of Martinsville, LLC, DDR Corp., DLC Management Corp., GGP Limited Partnership, Gregory Greenfield & Associates Ltd., Jones Lang LaSalle Americas, Inc., Northwest Capital Investment Group, LLC, Regency Centers Corp., Rouse Properties, Inc. and ShopCore Properties, LP, KRG Shops at Moore, LLC, KRG Plaza Green, LLC, KRG Evans Mullins, LLC, KRG Aiken Hitchcock, LLC, KRG New Hill Place, LLC, KRG Las Vegas Centennial Center, LLC, KRG Dallas Wheatland, LLC, and KRG Alcoa Hamilton, LLC Respondents. ORDER GRANTING DEBTORS MOTION FOR LEAVE TO FILE DEBTOR S OMNIBUS REPLY IN SUPPORT OF MOTION FOR POSTPETITION FINANCING AND USE OF CASH COLLATERAL Upon consideration of the Motion For Leave to File Debtor s Omnibus Reply in Support of Motion for Postpetition Financing and Use of Cash Collateral (the Motion ; 5 and the Court having reviewed the Motion, the proposed reply, and the Court finding that: (i the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (ii notice of the Motion and the hearing thereon was sufficient under the circumstances; and (iii the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; 5 Capitalized terms used but not defined in this order have the meanings given in the Motion

8 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Proposed Order Page 4 of 4 IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED. 2. The Debtors are authorized to file the Debtor s Omnibus Reply in Support of Motion for Postpetition Financing and Use of Cash Collateral.. 3. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 4. This Order shall be immediately effective and enforceable upon its entry. 5. The Court shall retain jurisdiction with respect to all matters arising or related to the implementation of this Order. Prepared by: Reed Smith LLP (proposed local counsel to the Debtors Pittsburgh, Pennsylvania Dated:, 2017 THE HONORABLE GREGORY L. TADDONIO UNITED STATES BANKRUPTCY JUDGE - 3 -

9 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 1 of 7 EXHIBIT B Proposed Omnibus Reply

10 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA In re: Case No (GLT rue21, inc., et al., 1 Chapter 11 Debtors. (Jointly Administered rue21, inc., et al., Related to Docket Nos. 20, 384, 387, 388, 391, 392, 393, 394, 397 Movants, v. ARC NPHUBOH001, LLC, et al. 2 Respondents. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: rue21, inc. (1645; Rhodes Holdco, Inc. (6922; r services llc (9425; and rue services corporation (0396. The location of the Debtors service address is: 800 Commonwealth Drive, Warrendale, Pennsylvania The other Respondents are: ARC RBASHNC001, LLC, Aronov Realty Management, Brixmor Property Group, Inc., Centennial Real Estate Company, LLC, C.E. John Company, Inc., Deutsche Asset & Wealth Management, Devonshire REIT, Durango Mall, LLC, Foursquare Properties, Inc., Gem Realty Capital, Inc., Kravco Company, LLC, KRE Broadway Mall Owner, LLC, KRE Colonie Owner, LLC, The Macerich Company, PGIM Real Estate, SIMA Management Corporation, Southgate Mall Associates, LLP, Starwood Retail Partners LLC, Vintage Real Estate, LLC, Weitzman Management Corporation, and YTC Mall Owner, LLC, MP Elko, LLC, Surprise Marketplace Holdings, Weingarten Realty Investors, Weingarten I-4 Clermont Landing, LLC, WRI Alliance Riley Joint Venture, WRI Lakeside Marketplace, LLC, and WRI Mueller, LLC, CBL & Associates Management, Inc., Washington Prime Group Inc., Athens Center, LLC, Ramco-Gershenson Properties, Trust and Phillips Edison & Company Ltd., Bloomfield Holdings, LLC, Leeds Retail Center, LLC, South Boston (South Boston WMA, LLC, Duluth (Gwinnett SSR, LLC, Norton (Norton SRX, LLC, IREIT Shreveport Regal Court, L.L.C., IREIT Louisville Dixie Valley, L.L.C., IREIT West Valley City Lake Park, L.L.C., IREIT Wilson Marketplace, L.L.C., Lake Geneva Retail LeaseCo, L.L.C., Yuma Palms LeaseCo, L.L.C., IRC Goldenrod Marketplace II, L.L.C., Tanglewood Parkway Elizabeth City, LLC, IRC Bradley Commons, L.L.C., PTI Ft. Wayne, LLC, IRC Aurora Commons, L.L.C., IRC Timmerman Plaza, L.L.C., IRC Stone Creek, L.L.C., Honey Creek DST, WHLR-Fort Howard Square, LLC and WHLR-Village of Martinsville, LLC, DDR Corp., DLC Management Corp., GGP Limited Partnership, Gregory Greenfield & Associates Ltd., Jones Lang LaSalle Americas, Inc., Northwest Capital Investment Group, LLC, Regency Centers Corp., Rouse Properties, Inc. and ShopCore Properties, LP, KRG Shops at Moore, LLC, KRG Plaza Green, LLC, KRG Evans Mullins, LLC, KRG Aiken Hitchcock, LLC, KRG New Hill Place, LLC, KRG Las Vegas Centennial Center, LLC, KRG Dallas Wheatland, LLC, and KRG Alcoa Hamilton, LLC.

11 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 3 of 7 DEBTORS OMNIBUS REPLY IN SUPPORT OF MOTION FOR POSTPETITION FINANCING AND USE OF CASH COLLATERAL rue21, inc. and its debtor affiliates, as debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the Debtors, hereby submit this Omnibus Reply in Support of the Debtors' Emergency Motion for Entry of Interim and Final Orders (I Authorizing the Debtors to Obtain Postpetition Financing, (II Authorizing the Debtors to Use Cash Collateral, (III Granting Liens and Providing Superpriority Administrative Expense Status, (IV Granting Adequate Protection to the Prepetition Lenders, (V Modifying the Automatic Stay, (VI Scheduling a Final Hearing, and (VII Granting Related Relief [Docket No. 20] (the DIP Motion 3 and in response to the objections 4 thereto (this Reply. 5 In support of this Reply, the Debtors respectfully state as follows: I. The Objectors Are Not Entitled to Immediate Payment of Stub Rent 1. Section 365(d(3 of the Bankruptcy Code provides that a debtor shall timely perform all the obligations... arising from and after the order for relief under any unexpired lease of nonresidential real property U.S.C. 365(d(3. In the Third Circuit, courts follow the billing date approach, meaning that an obligation arises under a lease for purposes of 11 U.S.C. 365(d(3 when the legally enforceable duty to perform arises under that lease. In re Montgomery Ward Holding Corp., 268 F.3d 205, 211 (3d Cir Here, the obligation to pay May stub rent arose prior to the Petition Date, on May 1, Therefore, while the Debtors 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed the them in the DIP Motion. 4 The objections relevant to this Reply include Docket Nos. 384, 387, 388, 391, 392, 393, 394, 397 (collectively, the Objections, and the parties thereto, the Objectors. 5 The Debtors, DIP Lenders, and Committee have reached an agreement in principle on a revised Final Order, which includes increased protections for the Objectors. The Debtors are filing this Reply to preserve their rights in the event that any Objector wishes to press their Objection at the Hearing. 2

12 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 4 of 7 acknowledge that stub rent gives rise to an administrative claim, 6 Section 365(d(3 does not require immediate payment of such amounts. 2. Further, Courts in this Circuit weigh three factors in determining whether to order the immediate payment of administrative expense claims generally: (a the prejudice to the debtors; (b the hardship to the claimant; and (c the potential detriment to other creditors. See In re Garden Ridge Corp., 323 B.R. 136, 143 (Bankr. D. Del In applying this test, Courts generally defer to a debtor s business judgment and have generally declined to require immediate payment of stub rent in similar circumstances. See In re Goody s Family Clothing, Inc. 392 B.R. 604, 617 (Bankr. D. Del. 2008, affd 401 B.R. 656 (D. Del. 2009, aff d 610 F.3d 812 (3d Cir (explaining that an equal distribution among creditors does not require a simultaneous distribution. 3. The application of these factors weighs strongly against requiring the immediate payment of stub rent. First, immediate payment of stub rent will prejudice the Debtors because it will (a significantly reduce the Debtors liquidity at a critical juncture in these cases, (b likely result in an immediate Event of Default under the DIP Facilities, (c result in a rush to the Debtors assets by other similarly situated administrative creditors, and (d disrupt and harm efforts to stabilize and maximize the value of the Debtors business and estates for the benefit of all parties in interest. Although, as set forth in the Coulombe Declaration filed contemporaneously herewith, payment of stub rent is included in the long-term budget that the Debtors have negotiated with their DIP Lenders (the DIP Budget, immediate payment of such amounts is not. 7 Second, to compel immediate payment of stub rent, the Objectors must show that they will face some harm if they do 6 The Debtors do not concede, however, that the rate of rent specified in any lease applies to the calculation of administrative claims on account of stub rent. The Debtors reserve all rights to argue that any particular landlord s administrative expense claims should be less than the amount set forth in the applicable lease. 7 Indeed, several of the Objectors have acknowledged that payment of stub rent is not included in the initial 13-week forecast filed at the outset of these Cases. 3

13 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 5 of 7 not receive such payment, not just that the Debtors have the ability to pay. In re Continental Airlines, Inc., 146 B.R. 520, 531 (Bankr. D. Del Other than the fact that they would prefer to be paid sooner, no Objector has presented any compelling reason (let alone any evidence as to why it is necessary to receive immediate payment of stub rent. Finally, paying stub rent now will prejudice other creditors, as it would favor landlords over other administrative creditors that hold administrative expense claims, disrupting the goal of an orderly and equal distribution among similarly situated creditors. See, e.g., In re Global Home Prods., LLC, 2006 Bankr. LEXIS *3608, at *10-11 (Bankr. D. Del. Dec. 21, II. The Objectors Claims are Appropriately Protected 4. The Objectors argue that they are entitled to the immediate payment of stub rent as a form of adequate protection, but this Court has held that lessors are not entitled to adequate protection pending the lessee s decision to assume or reject. In re Wheeling-Pittsburgh Steel Corp., 54 B.R. 385, 390 (Banrk. W.D.Pa Moreover, as noted above, section 365(d(3 of the Bankruptcy Code provides landlords with statutorily mandated protection in the form of current payment of lease obligations as they come due (which do not include stub rent in this Circuit. This form of protection is not available to other administrative claimants. Finally, the Objectors have not presented any evidence to prove (or, indeed, even asserted that their interests in the leased properties are diminishing as a result of the Debtors use of such properties. In sum, there is simply no basis in the law or in the facts before the Court that requires the Debtors to provide the immediate payment of stub rent as adequate protection The facts of these cases also demonstrate that the Objectors administrative claims are protected. Subject to final approval of the DIP Facilities that are the subject of the Objections, 8 Indeed, the protection provided under section 365(d(3 likely overcompensates many of the Objectors, insofar as rent rates under any particular lease may be above the market rates that such landlords would otherwise be entitled to receive as an administrative claim. 4

14 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 6 of 7 these Cases are well funded and the Debtors have already filed a plan and disclosure statement, which contains financial projections demonstrating the Debtors ability to pay stub rent and to emerge from these Cases as a going concern. Moreover, the DIP Budget provides for payment of stub rent in connection with the effective date of the Debtors plan, providing the Objectors with assurance that stub rent will be paid at the same time as similarly situated administrative claims. III. The Proposed 506(c and 552(b Waivers Should be Granted 6. The proposed final order approving the DIP Facilities (the Final DIP Order contains waivers of certain rights under sections 506(c and 552(b of the Bankruptcy Code. These waivers were absolute prerequisites to the DIP Lenders provision of the DIP Facilities. The DIP Facilities provide the Debtors with the liquidity necessary to prosecute these Cases and emerge as a going concern, and are tied to a restructuring support agreement that provides for a meaningful distribution to holders of general unsecured claims that would not have otherwise been possible. Courts have justified similar waivers when doing so was a necessary condition to a debtor s postpetition financing. See, e.g., In re Antico Mfg. Co., 31 B.R. 103, 106 n.1 (Bankr. E.D.N.Y (overruling an objection to a 506(c waiver where the removal of such waiver would result in the loss of postpetition financing. Similar waivers are routinely granted in chapter 11 cases under similar circumstances. See e.g. In re Gulf Chemical & Metallurgical Corp., No (JAD (Bankr. W.D. Pa. Sept. 13, 2016; In re PTC Seamless Tube Corp., No (TPA (Bankr. W.D. Pa. June 9, 2015; In re Pacific Sunwear of California, Inc., No (LSS (Bankr. D. Del. May 24, Conclusion 7. For the foregoing reasons, the Debtors respectfully request that this Court overrule the Objections and grant the relief requested in the DIP Motion. 5

15 Case GLT Doc Filed 06/07/17 Entered 06/07/17 16:24:03 Desc Exhibit B Page 7 of 7 Dated: June 7, 2017 Jonathan S. Henes, P.C. (admitted pro hac vice Nicole L. Greenblatt, P.C. (pro hac vice admission pending Robert A. Britton (admitted pro hac vice George Klidonas (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York Telephone: ( Facsimile: ( /s/ Eric A. Schaffer Eric A. Schaffer (PA I.D. #30797 Jared S. Roach (PA I.D. # REED SMITH LLP 225 Fifth Avenue Pittsburgh, Pennsylvania Telephone: ( Facsimile: ( Proposed Local Counsel to the Debtors and Debtors in Possession Proposed Counsel to the Debtors and Debtors in Possession 6