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Full title: Proposed Order Re: Fifteenth Interim Order (A) Authorizing the Debtor to Use Cash Collateral and Granting Adequate Protection for Its Use and (B) Setting a Further Hearing Filed by PETER C. HUGHES on behalf of Museum of American Jewish History, d/b/a National Museum of American Jewish History (related document(s)554, 28). (Attachments: # 1 Blackline) (HUGHES, PETER) (Entered: 04/13/2021)

Document posted on Apr 12, 2021 in the bankruptcy, 9 pages and 0 tables.

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P. 4001 and 9014, (a) authorizing the Debtor to use the cash collateral of existing secured lenders and granting adequate protection to UMB Bank, N.A. or any duly appointed successor trustee (the “Indenture Trustee”), the existing secured lender, for the use of its cash collateral and (b) prescribing the form and manner of notice and setting the time for a further hearing on the Motion, upon review of the Motion and the First Day Declaration1, and based upon the evidence presented to this Court at a further interim hearing (the “Fifteenth Interim Hearing”), the Court hereby makes the following findings of fact and conclusions of law: A. Adequate and sufficient notice of the Motion and the Fifteenth Interim Hearing has been provided to all persons entitled thereto pursuant to Rules 2002 and 4001 of the Bankruptcy Rules. Pending expiration of this Fifteenth Interim Order, and except as provided in paragraph 15 below, the Debtor is permitted to use cash collateral, in accordance with the Budget, for, among other things, working capital purposes, the payment of certain obligations in accordance with relief authorized by the Court and other obligations as set forth in the Budget.The Debtor shall be, and hereby is, authorized to use cash collateral on the terms and conditions set forth in this Fifteenth Interim Order in accordance with the Budget; provided, however, that (a) the Debtor may exceed any line item in the Budget by up to ten percent (10%) in any week, so long as the aggregate amount of the variance from the Budget for any week is not exceeded by more than ten percent (10%); and (b) any amounts not used for a particular line item in the Budget in a particular week may be used in subsequent weeks with respect to such line item.As adequate protection: (i) to protect the Indenture Trustee’s interest in the cash collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code, (ii) for any diminution in value from the use of the collateral, and (iii) for the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, the Court hereby grants the Indenture Trustee replacement security interests in and replacement liens (exclusive of any avoidance actions available to the Debtor’s estates pursuant to sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code or any proceeds thereof) on all of the Debtor’s post-petition assets as to which the Indenture Trustee held a pre-petition lien, provided that such lien on post-petition assets shall apply only to the types of collateral in which the Indenture Trustee held a valid and enforceable lien on pre-petition assets.Without contravening any other provision of this Order, if the Debtor exceeds its total operating disbursements by more than 10% for any rolling three-week period, the Indenture Trustee's consent to continued use of cash collateral shall cease upon written notice from the Indenture Trustee or its counsel to Debtor’s counsel; pr

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UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In re: : Chapter 11 : Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : : Debtor. : FIFTEENTH INTERIM ORDER (A) AUTHORIZING THE DEBTOR TO USE CASH COLLATERAL AND GRANTING ADEQUATE PROTECTION FOR ITS USE AND (B) SETTING A FURTHER HEARING Upon the motion (the “Motion”) of the above-captioned debtor (the “Debtor” or “Museum”) for Interim and Final orders pursuant to 11 U.S.C. §§ 105, 361 and 363 and Fed. R. Bankr. P. 4001 and 9014, (a) authorizing the Debtor to use the cash collateral of existing secured lenders and granting adequate protection to UMB Bank, N.A. or any duly appointed successor trustee (the “Indenture Trustee”), the existing secured lender, for the use of its cash collateral and (b) prescribing the form and manner of notice and setting the time for a further hearing on the Motion, upon review of the Motion and the First Day Declaration1, and based upon the evidence presented to this Court at a further interim hearing (the “Fifteenth Interim Hearing”), the Court hereby makes the following findings of fact and conclusions of law: A. Adequate and sufficient notice of the Motion and the Fifteenth Interim Hearing has been provided to all persons entitled thereto pursuant to Rules 2002 and 4001 of the Bankruptcy Rules. No further notice of the Motion is necessary. B. This matter constitutes a “core proceeding” within the meaning of 28 U.S.C. § 157. C. This Court has jurisdiction over the parties and the subject matter of this 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

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proceeding pursuant to 28 U.S.C. §§ 1334 and 157. D. On March 1, 2020 (the “Petition Date”), the Debtor commenced this voluntary case (the “Case”) by the filing a petition for relief under chapter 11 of the Bankruptcy Code. E. The Debtor continues in possession of its property and its business as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. F. On March 4, 2020, the Court conducted an Interim Hearing, and on the same date the Court entered the Interim Order. On April 21, 2021, the Court conducted the Fifteenth Interim Hearing. The Debtor’s Need to Use Cash Collateral G. Prior to the events of the COVID-19 crisis, the Debtor operated a museum known as the National Museum of American Jewish History located on Independence Mall in Philadelphia. At this time, the Museum is closed to the public. The Debtor generally generates its revenues through a combination of sales of memberships and tickets to the Museum, event revenue, endowment income, and charitable contributions, but is not generating ticket or event revenue at this time. H. Pursuant to sections 363(a) and 552(b) of the Bankruptcy Code, the accounts receivable held by the Debtor as of the Petition Date may constitute “cash collateral” within the meaning of section 363(a) of the Bankruptcy Code. The Indenture Trustee asserts an interest in the cash collateral within the meaning of sections 363(c)(2) and 363(e) of the Bankruptcy Code. I. The Debtor has a need to use cash collateral on a interim basis through the date of expiration of this Fifteenth interim cash collateral order (the “Fifteenth Interim Order”) to, among other things, fund its payroll obligations and pay other expenses, in accordance with the Budget attached hereto as Exhibit 1 (the “Budget”).

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J. Good cause has been shown for entry of this Fifteenth Interim Order, as an immediate and critical need exists for the Debtor to be permitted access to funds to continue to pay the expenses of the Museum. K. Absent the ability to use cash collateral, the Debtor will not be able to pay insurance, wages, rent, utility charges, and other critical expenses (all as reflected in the Budget). Consequently, without access to cash collateral, the Debtor will not be able to continue its restructuring efforts. L. The record adequately demonstrates that without the use of such funds, the Debtor’s estate would be immediately and irreparably harmed. M. The Debtor seeks to use cash collateral existing on or after the Petition Date that may be subject to the Indenture Trustee’s liens for the purposes and in the amounts set forth in the Budget. N. Subject to compliance with the terms of this Fifteenth Interim Order, the Debtor is authorized to use the cash collateral during the period and in the amounts set forth herein. O. All conclusions of law that are or may be deemed to be findings of fact are hereby incorporated as findings of fact. P. This Fifteenth Interim Order is entered pursuant to, and shall be construed and be consistent with sections 361 and 363 of the Bankruptcy Code and Bankruptcy Rule 4001(b). ACCORDINGLY, THE COURT HEREBY CONCLUDES THAT: 1. Good cause has been shown for the entry of this Fifteenth Interim Order and the authorizations herein. Among other things, the entry of this Fifteenth Interim Order will enable the Debtor to re-open the Museum to the public once it becomes appropriate to do so, to avoid immediate and irreparable harm to the Debtor’s estate, and otherwise is in the best interests of

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the Debtor and its creditors. 2. This Fifteenth Interim Order is immediately valid and fully effective upon its entry. 3. All findings of fact that are or may be deemed to be conclusions of law are incorporated herein as conclusions of law. ACCORDINGLY, IT IS ORDERED THAT: 4. Pending expiration of this Fifteenth Interim Order, and except as provided in paragraph 15 below, the Debtor is permitted to use cash collateral, in accordance with the Budget, for, among other things, working capital purposes, the payment of certain obligations in accordance with relief authorized by the Court and other obligations as set forth in the Budget. The Budget may be updated and modified by: (i) consensual agreement between the Debtor and the Indenture Trustee or (ii) by further order of the Court. 5. The Debtor shall be, and hereby is, authorized to use cash collateral on the terms and conditions set forth in this Fifteenth Interim Order in accordance with the Budget; provided, however, that (a) the Debtor may exceed any line item in the Budget by up to ten percent (10%) in any week, so long as the aggregate amount of the variance from the Budget for any week is not exceeded by more than ten percent (10%); and (b) any amounts not used for a particular line item in the Budget in a particular week may be used in subsequent weeks with respect to such line item. 6. The Debtor’s right to use cash collateral under the Fifteenth Interim Order shall commence on the date of entry of the Fifteenth Interim Order and expire on May 24, 2021, subject to renewal by the entry of a further Order. 7. As adequate protection: (i) to protect the Indenture Trustee’s interest in the cash

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collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code, (ii) for any diminution in value from the use of the collateral, and (iii) for the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, the Court hereby grants the Indenture Trustee replacement security interests in and replacement liens (exclusive of any avoidance actions available to the Debtor’s estates pursuant to sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code or any proceeds thereof) on all of the Debtor’s post-petition assets as to which the Indenture Trustee held a pre-petition lien, provided that such lien on post-petition assets shall apply only to the types of collateral in which the Indenture Trustee held a valid and enforceable lien on pre-petition assets. 8. Such replacement liens (the “Replacement Liens”) shall be equal to the aggregate diminution in value, if any, after the Petition Date of the pre-petition cash collateral. The Replacement Liens shall be of the same validity, extent, and priority as the liens of the Indenture Trustee on the pre-petition collateral. Pursuant to the request of the Indenture Trustee and the Debtor, the Court makes no determination at this time regarding the validity, extent, or priority of the liens of the Indenture Trustee on the pre-petition collateral. 9. Subject to the foregoing paragraph, the Replacement Liens shall constitute valid and duly perfected security interests and liens as of the Petition Date. The Indenture Trustee shall not be required to file or serve financing statements, notices of lien or similar interests which otherwise may be required under federal or state law in any jurisdiction, or take any action, including taking possession, to validate and perfect such Replacement Liens. 10. The Replacement Liens shall be subject and subordinate to fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) and the Clerk of the Bankruptcy Court (collectively, the “Carve Out”).

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11. The Debtor is directed to keep its books and records of original entry current and updated, so that all business activity is posted to them in the ordinary course of the Debtor’s business. The Debtor shall provide to the Indenture Trustee any reports of operations required to be provided by the any prepetition agreements at the same time and in the same manner as set forth therein. 12. The Debtor shall promptly serve by (a) first-class United States mail, (b) electronic mail, or (c) ECF notice a copy of this Fifteenth Interim Order upon counsel to BNB Bank, UMB Bank, the Series B Bondholders, all parties who have filed a request for notices with this Court and to any official creditors’ committee after the same has been appointed, or such committee’s counsel, if the same shall have been appointed. 13. A hearing to consider the entry of a further Order authorizing and approving use of Cash Collateral and providing adequate protection is hereby scheduled for May 19, 2021, at 11:30 a.m. 14. Any party in interest objecting to the relief sought at such hearing shall serve and file a written objection upon the following parties: (a) counsel for the Debtor, Dilworth Paxson LLP, Attn: Lawrence G. McMichael, (b) the Office of the United States Trustee for the Eastern District of Pennsylvania, (c) counsel for the Indenture Trustee, and (d) counsel to any official committee of unsecured creditors, if such a committee has been formed, or if no such committee has been formed, on the Debtor’s twenty (20) largest unsecured creditors on a consolidated basis, as identified in the Debtor’s chapter 11 petition. All objections to the entry of such further order shall be filed with the Clerk of the United States Bankruptcy Court, Eastern District of Pennsylvania, in each case to allow actual receipt by the foregoing notice parties no later than five business days prior to the date of such hearing, at 4:00 p.m. prevailing Eastern Time..

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15. Notwithstanding anything herein contained to the contrary, the Debtor shall send by email to counsel for the Indenture Trustee, Weber Gallagher, attention Peter Meltzer, a breakdown of the total receipts, total operating disbursements and net operating cash flow before debt service for each preceding week in the form set forth in the Budget, which shall be sent on the Wednesday after the close of each preceding week. Without contravening any other provision of this Order, if the Debtor exceeds its total operating disbursements by more than 10% for any rolling three-week period, the Indenture Trustee's consent to continued use of cash collateral shall cease upon written notice from the Indenture Trustee or its counsel to Debtor’s counsel; provided, however, that upon receipt of said notice, the Debtor shall have the continued right to use cash collateral in accordance with the Budget for an additional 96 hour period during which the Debtor shall have the right to seek additional use of cash collateral from this Court, upon the immediate filing of an emergency motion seeking continued use of cash collateral, and the Indenture Trustee shall have the right to oppose said emergency motion. The Debtor’s right to further use cash collateral shall terminate 96 hours after the sending of written Notice from Indenture Trustee or its counsel to the Debtor’s Trustee unless the Debtor obtains an Order from this Court authorizing the use of cash collateral within that time period. This Fifteenth Interim Order shall be fully effective upon its entry. _____________________, 2021 _____________________________ Honorable Magdeline D. Coleman United States Bankruptcy Judge

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EXHIBIT I [Budget]

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Actual / Forecast - 3/1/20 to 5/23/21 Weeks 36 (FY 20) - 40 (FY 21) Week 41 Week 42 Week 43 Week 44 Week 45 Week 46 Week 47 63 Weeks TotalForecast Actual Forecast Forecast Forecast Forecast Forecast Forecast Forecast ForecastWE 3/8/20 - 4/4/21 4/11/21 4/18/21 4/25/21 5/2/21 5/9/21 5/16/21 5/23/21WEEK ENDING Operating Receipts Admissions 12,816 5,610 - - - - - - - 5,610 Museum Store - Net Sales 196,494 889,565 2,500 2,500 2,500 7,500 7,500 7,500 7,500 927,065Event planning - Rentals 42,366 12,579 - - 12,000 - - - 5,000 29,579Membership (new and renewal) 421,527 323,878 6,751 3,913 1,214 4,194 2,283 4,628 3,577 350,438Investment and other income 1,310,000 1,490,393 - - - 250,000 1,740,393Total Operating Receipts 1,983,203 2,722,026 9,251 6,413 15,714 11,694 9,783 12,128 266,077 3,053,086Fundraising Receipts Annual Fund 313,734 308,943 8,000 2,914 8,717 5,619 1,591 3,767 3,031 342,582Board Support 403,000 332,586 15,000 - - - - - - 347,586 Major Gifts 1,388,500 810,236 - - - - 25,000 - - 835,236 Foundation 40,000 78,048 - - - - - - - 78,048 Corporate Support 12,500 5,000 - - - - - - - 5,000 Government Support - Fed/State/Local 220,000 276,554 - 40,000 - - - - - 316,554Events and Gala - Gross 715,000 754,825 25,000 - - - - - - 779,825Total Fundraising Receipts 3,092,734 2,566,191 48,000 42,914 8,717 5,619 26,591 3,767 3,031 2,704,830Total Previous Pledges 834,130 645,800 10,000 225,000 35,000 915,800Total Receipts 5,910,067 5,934,017 57,251 59,327 249,431 17,313 36,374 50,895 269,108 6,673,716Disbursements Total Compensation 2,221,916 2,101,545 68,250 68,250 68,250 2,306,295CapEx 92,500 51,753 15,000 25,000 28,000 119,753 Re-Organization Costs 1,163,500 980,470 35,000 32,000 35,000 1,082,470All Departments / Other 3,147,046 2,984,798 78,500 93,428 78,428 78,428 3,313,582Total Operating Disbursements 6,624,962 6,118,566 113,500 68,250 140,428 68,250 113,428 93,250 106,428 6,822,100Net Operating Cash Flow Before Debt Service (714,894) (184,549) (56,249) (8,923) 109,003 (50,937) (77,054) (42,355) 162,680 (148,384)Total Debt Service - - - - - - - - - - Net Cash Flow - AFTER DEBT SERVICE (714,894) (184,549) (56,249) (8,923) 109,003 (50,937) (77,054) (42,355) 162,680 (148,384)Cash Position Beginning Book Balance (Book) 525,566 555,477 370,928 314,679 305,756 414,759 363,822 286,768 244,413 555,477(+/-) Net Cash Flow (714,894) (184,549) (56,249) (8,923) 109,003 (50,937) (77,054) (42,355) 162,680 (148,384)Ending Cash Balance (Book) (189,328) 370,928 314,679 305,756 414,759 363,822 286,768 244,413 407,093 407,093

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