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Full title: Proposed Order Re: Nineteenth 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)642, 28). (Attachments: # 1 Blackline of Order) (HUGHES, PETER) (Entered: 08/04/2021)

Document posted on Aug 3, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Pending expiration of this 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 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; 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.

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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. : NINETEENTH 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 “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 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 an Interim Order. On August 11, 2021, the Court conducted the 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 an interim basis through the date of expiration of this nineteenth interim cash collateral order (the “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 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 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 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 Interim Order and the authorizations herein. Among other things, the entry of this 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 the Debtor

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and its creditors. 2. This 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 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 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 this Interim Order shall commence on the date of entry of this Interim Order and expire on September 13, 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 collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code, (ii) for any diminution in

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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”). 11. The Debtor is directed to keep its books and records of original entry current and

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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 Interim Order upon counsel to Dime Community Bank f/k/a 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 September 8, 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. 15. Notwithstanding anything herein contained to the contrary, the Debtor shall send

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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 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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The National Museum of American Jewish History Actual / Forecast - 3/1/20 to 8/22/21 Week 2 Week 2 Week 3 Week 3 Week 4 Week 4 Week 5 Week 5 Weeks 3 - 5 Week 6 Week 7 Week 8 76 Weeks TotalForecast Actual Forecast Actual Forecast Actual Forecast Actual Forecast Actual Forecast Forecast Forecast Forecast7/11/21 7/11/21 7/18/21 7/18/21 7/25/21 7/25/21 8/1/21 8/1/21 WE 7/18 - 8/1/21 8/8/21 8/15/21 8/22/21WEEK ENDING Operating Receipts Admissions - - - - - - - - - - 5,610 Museum Store - Net Sales 10,000 5,317 10,000 4,990 10,000 6,350 6,500 6,514 26,500 17,854 6,500 6,500 6,500 1,088,338Event planning - Rentals - - - - 5,000 - - - 5,000 - 5,000 28,126Membership (new and renewal) 3,500 15,257 2,000 9,614 1,500 11,578 2,200 4,281 5,700 25,473 1,500 1,500 4,000 441,990Investment and other income 100,000 150 200 275,150 - 500 - 275,850 185,000 2,253,393Total Operating Receipts 113,500 20,724 12,000 14,804 16,500 293,078 8,700 11,295 37,200 319,177 8,000 193,000 15,500 3,817,458Fundraising Receipts Annual Fund 9,000 18,261 4,500 10,541 3,500 3,687 5,500 985 13,500 15,213 7,000 8,500 2,500 495,355Board Support - 15,000 45,000 - - - 45,000 - 90,000 - - - 30,000 589,586Major Gifts 15,000 - 25,000 10,000 - - - 10,000 25,000 20,000 20,000 - - 895,736Foundation - - - - - - - - - - - - - 88,048 Corporate Support - - - - - - - - - - - - - 5,000 Government Support - Fed/State/Local - - - - - - - - - - - - - 316,554Events and Gala - Gross - - - - - - - - - - - - - 785,304 Total Fundraising Receipts 24,000 33,261 74,500 20,541 3,500 3,687 50,500 10,985 128,500 35,213 27,000 8,500 32,500 3,175,582Total Previous Pledges 7,200 10,000 - 5,000 - 50,000 - 3,600 - 58,600 - 12,320 - 1,008,504Total Receipts 144,700 63,985 86,500 40,345 20,000 346,765 59,200 25,880 165,700 412,990 35,000 213,820 48,000 8,001,544Disbursements Total Compensation 73,365 65,774 73,365 66,101 73,365 66,101 73,365 73,365 2,743,960CapEx - - 65,878 Re-Organization Costs 39,531 - 39,531 35,000 1,247,241 All Departments / Other 13,678 82,500 83,003 46,508 82,500 88,555 165,000 218,066 82,500 4,100,090Total Operating Disbursements 73,365 79,452 82,500 83,003 73,365 112,609 82,500 128,086 238,365 323,698 73,365 82,500 108,365 8,157,170Net Operating Cash Flow Before Debt Service 71,335 (15,467) 4,000 (42,658) (53,365) 234,156 (23,300) (102,206) (72,665) 89,292 (38,365) 131,320 (60,365) (155,625)Total Debt Service - - - - - - - - - - - - - - Net Cash Flow - AFTER DEBT SERVICE 71,335 (15,467) 4,000 (42,658) (53,365) 234,156 (23,300) (102,206) (72,665) 89,292 (38,365) 131,320 (60,365) (155,625)Cash Position Beginning Book Balance (Book) (149,403) 293,437 (78,068) 277,970 (74,068) 235,312 (127,433) 469,468 367,262 328,897 460,217 555,477(+/-) Net Cash Flow 71,335 (15,467) 4,000 (42,658) (53,365) 234,156 (23,300) (102,206) (38,365) 131,320 (60,365) (155,625)Ending Cash Balance (Book) (78,068) 277,970 (74,068) 235,312 (127,433) 469,468 (150,733) 367,262 328,897 460,217 399,852 399,852

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