Common use of Administrative Claims Clause in Contracts

Administrative Claims. Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim will receive, in full and final satisfaction of its Allowed Administrative Claim, Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim either: (1) if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date or as soon as reasonably practicable thereafter; (2) if the Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates in the ordinary course of their business after the Petition Date, pursuant to the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claim. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by Article II.B and Article XII.D hereof, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by the Administrative Claims Objection Bar Date.

Administrative Claims. Unless otherwise agreed Except with respect to by Professional Fee Claims, DIP Claims, HVF Master Lease Administrative Claims, Canadian Fleet Financing Administrative Claims, Interim Fleet Financing Administrative Claims, and Priority Tax Claims and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the Debtors applicable Debtor, or after the Effective Date, such Holder and the applicable Reorganized Debtors, as applicable, Debtor agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction of its Allowed Administrative Claim, in Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim either: (1i) if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date on or as soon as reasonably practicable thereafterafter the Effective Date; or (2ii) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which upon entry of an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final OrderClaim, or as soon as reasonably practicable thereafter; or (3) provided, that if the an Allowed Administrative Claim is based on arises from liabilities incurred by the Debtors’ Estates in the ordinary course of their business after the Petition Date, including postpetition rent owed pursuant to assumed Unexpired Leases, such Claim shall be paid in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by Claim in the Holder of such Allowed Administrative Claimordinary course. Except as otherwise provided by a Final Order previously entered by in this Article II.A or the Bankruptcy Court Claims Bar Date Order, and except with respect to Administrative Claims that are Professional Fee Claims, DIP Claims, HVF Master Lease Administrative Claims, or as provided by Article II.B and Article XII.D hereof, unless previously FiledTransaction Expenses, requests for payment of Allowed Administrative Claims must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Holders of Order no later than the Administrative Claims Bar Date; provided, that are required to File and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such does not apply to Professional Fee Claims or Administrative Claims against arising in the ordinary course of business, including postpetition rent owed pursuant to assumed Unexpired Leases. The Reorganized Debtors, in consultation with the Plan Sponsors, may settle Administrative Claims in the ordinary course of business without further Bankruptcy Court approval. The Debtors or their propertythe Reorganized Debtors, and such as applicable, may also choose to object to any Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by Claim no later than the Administrative Claims Objection Bar DateDeadline, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or the Reorganized Debtors (or other party with standing) object to a timely-Filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or the Reorganized Debtors object to an Administrative Claim, the parties may confer to try to reach a settlement and, failing that, the Bankruptcy Court will determine whether such Administrative Claim should be Allowed and, if so, in what amount. HOLDERS OF ADMINISTRATIVE CLAIMS THAT ARE REQUIRED TO, BUT DO NOT, FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE CLAIMS BY THE ADMINISTRATIVE CLAIMS BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE CLAIMS AGAINST THE DEBTORS OR THEIR PROPERTY, AND SUCH ADMINISTRATIVE CLAIMS SHALL BE DEEMED DISCHARGED AS OF THE EFFECTIVE DATE.

Administrative Claims. Unless otherwise agreed to by On (or as soon thereafter as is reasonably practicable) the later of (a) the Effective Date and (b) the first Business Day after the date that is thirty (30) calendar days after the date such Administrative Claim becomes an Allowed Administrative Claim, the Holder of an Allowed Administrative Claim (other than Accrued Professional Compensation Claims or Restructuring Expenses) shall receive in full and final satisfaction, settlement, and release of, and in exchange for such Claim, either (i) Cash in an amount equal to the unpaid portion of such Allowed amount of such Claim or such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code, or (ii) such other less favorable treatment as to which the Debtors or the Reorganized Debtors, as applicable, to and the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim will receive, in full and final satisfaction of its Allowed Administrative Claim, Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim either: (1) if such Administrative Claim is Allowed as of the Effective Datehave agreed upon in writing; provided, no later than 30 days after the Effective Date or as soon as reasonably practicable thereafter; (2) if the Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the that Allowed Administrative Claim is based on liabilities Claims representing Liabilities incurred by the Debtors’ Estates in the ordinary course of their business after by the Petition DateDebtors, pursuant to as debtors-in-possession, shall be paid by the Debtors or the Reorganized Debtors, as applicable, in the ordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of the particular transaction any Orders or course of business giving rise to agreements governing, instruments evidencing, or other documents establishing such Allowed Administrative Claim, Liabilities without any further action by the Holder Holders of such Allowed Administrative ClaimClaims, including the need to File requests for payment of such Administrative Claims with the Bankruptcy Court and to serve such requests on the Reorganized Debtors. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court in this Article II.A and with respect to Administrative Claims that are Accrued Professional Compensation Claims or as provided by Article II.B and Article XII.D hereof, unless previously FiledRestructuring Expenses, requests for payment of Administrative Claims must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Reorganized Debtors or their property, property and such Administrative Claims shall be deemed forever released and discharged as from any and all indebtedness or liability with respect to or arising from such Claim. Notwithstanding the foregoing, no request for payment of the Effective Date. Objections to such requests must an Administrative Claim need be Filed and served on the requesting party by the with respect to any Administrative Claims Objection Bar DateClaim that was previously Allowed.

Administrative Claims. Unless otherwise agreed to by the Holder holder of an Allowed Administrative Claim and the Debtors Debtors, or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder holder of an Allowed Administrative Claim (other than holders of Professional Fee Claims, and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim either: (1a) if such an Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2b) if the such Administrative Claim is not Allowed as of the Effective Date, unless otherwise agreed, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3c) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder holders of such Allowed Administrative ClaimClaim (for the avoidance of doubt, holders of such Allowed Administrative Claims shall not be required to File a request for payment of administrative claim as provided in the second paragraph of this Article II.A of this Plan); (d) at such time and upon such terms as may be agreed upon by such holder and the Debtors or the Reorganized Debtors, as applicable, in consultation with the Required Parties; or (e) at such time and upon such terms as set forth in a Final Order of the Bankruptcy Court. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by in this Article II.B II.A of this Plan, and Article XII.D hereof, unless previously Filedexcept with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims must be Filed and served on the Debtors no later than the Administrative Claims Bar Date or Reorganized Debtors, as applicable, pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, the Reorganized Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party by no later than 60 days after the Effective Date. Notwithstanding the foregoing, no request for payment of an Administrative Claims Objection Bar Claim need be Filed with respect to an Administrative Claim previously Allowed or arising in the ordinary course of business after the Petition Date.

Administrative Claims. Unless otherwise agreed Except with respect to by Administrative Claims that are Professional Fee Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, applicable Debtor(s) agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction of its Allowed Administrative Claim, in Cash equal to on the amount of the unpaid portion of such Allowed Administrative Claim eitherlatest of: (1a) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date ; (b) on or as soon as reasonably practicable thereafter; (2) if after the date such Administrative Claim is Allowed, if not Allowed as of the Effective Date, no later than 30 days after ; and (c) the date on which an order of the Bankruptcy Court Allowing such Allowed Administrative Claim becomes a Final Orderdue and payable, or as soon thereafter as is reasonably practicable thereafterpracticable; or (3) if the provided that Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Claims that arise in the ordinary course of their the Debtors’ businesses shall be paid in the ordinary course of business after the Petition Date, pursuant to in accordance with the terms and subject to the conditions of the particular transaction any agreements governing, instruments evidencing, or course of business giving rise other documents relating to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claimtransactions. Except as otherwise provided by a Final Order previously entered by in Article II.A of the Bankruptcy Court or as provided by Article II.B Plan and Article XII.D hereof, unless previously Filedexcept with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims arising between the Petition Date and the Effective Date must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date dates shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than 60 days after the Effective Date or such other date fixed by the Court. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed. For the avoidance of doubt, Claims Objection Bar Datefor fees and expenses of advisors to the Debtors and the Creditors’ Committee shall constitute Professional Fee Claims.

Administrative Claims. Unless otherwise agreed Except with respect to by Administrative Claims that are Professional Fee Claims, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, applicable Debtor(s) agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction of its Allowed Administrative Claim, in Cash equal to on the amount of the unpaid portion of such Allowed Administrative Claim eitherlatest of: (1a) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date ; (b) on or as soon as reasonably practicable thereafter; (2) if after the date such Administrative Claim is Allowed, if not Allowed as of the Effective Date, no later than 30 days after ; and (c) the date on which an order of the Bankruptcy Court Allowing such Allowed Administrative Claim becomes a Final Orderdue and payable, or as soon thereafter as is reasonably practicable thereafterpracticable; or (3) if the provided that Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Claims that arise in the ordinary course of their the Debtors’ businesses shall be paid in the ordinary course of business after the Petition Date, pursuant to in accordance with the terms and subject to the conditions of the particular transaction any agreements governing, instruments evidencing, or course of business giving rise other documents relating to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claimtransactions. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by in this Article II.B II.A and Article XII.D hereof, unless previously Filedexcept with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims arising between the Petition Date and the Effective Date must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date dates shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than 60 days after the Effective Date or such other date fixed by the Court. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed. For the avoidance of doubt, Claims Objection Bar Datefor fees and expenses of advisors to the Debtors and the Creditors’ Committee shall constitute Professional Fee Claims.

Administrative Claims. Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1a) if such an Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2b) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 thirty days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3c) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to Date in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder Holders of such Allowed Administrative Claim, including the need to File a request for payment of such Administrative Claim with the Bankruptcy Court; (d) at such time and upon such terms as may be agreed upon by such Holder and the Debtors or the Reorganized Debtors, as applicable; or (e) at such time and upon such terms as set forth in an order of the Bankruptcy Court. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by in this Article II.B and Article XII.D hereof, unless previously Filedand except with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged and released as of the Effective Date. Objections to such requests requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the requesting party by no later than sixty days after the Effective Date. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with the Bankruptcy Court with respect to an Administrative Claim previously Allowed. For the avoidance of doubt, any DIP Claims and claims relating to the Backstop Agreement shall not be subject to the Administrative Claims Objection Bar Date or the Claims Bar Date.

Administrative Claims. Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims) will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1) if such Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claim. Except ; (4) at such time and upon such terms as otherwise provided may be agreed upon by the Holder of such Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in a Final Order previously entered by of the Bankruptcy Court or as provided by Court. Except for Professional Fee Claims and DIP Claims (which are addressed in Article II.B and Article XII.D hereofII.C, respectively), and unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Claim Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Objections to such requests must be Filed and served on the Reorganized Debtors (if the Reorganized Debtors are not the objecting party) and the requesting party on or before the Claims Objection Deadline. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules, and prior Bankruptcy Court orders, the Allowed amounts, if any, of Administrative Claims shall be determined by, and satisfied in accordance with, an order of the Bankruptcy Court that becomes a Final Order. Except for Professional Fee Claims and DIP Claims, Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not file and serve such a request by on or before the Administrative Claims Claim Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors Debtors, the Reorganized Debtors, the Estates, or their propertythe property of any of the foregoing, and such Administrative Claims shall be deemed discharged released as of the Effective Date. Objections Date without the need for any objection from the Debtor or any notice to such requests must be Filed and served on or action, order, or approval of the requesting party by the Administrative Claims Objection Bar DateBankruptcy Court or any other Entity.

Administrative Claims. Unless otherwise agreed Except with respect to by the Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code, and except to the extent that a Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an against which such Allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, or such Holder has not already been paid in full or otherwise satisfied during by any Debtor on account of such Allowed Administrative Claim prior to the Chapter 11 CasesEffective Date, each Holder of such an Allowed Administrative Claim will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1) if such an Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which the Reorganized Debtors Allow such Allowed Administrative Claim or the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter, as applicable; or (3) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder of such Allowed Administrative Claim. Except ; (4) at such time and upon such terms as otherwise provided may be agreed upon by a Final Order previously entered by such Holder and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court or as provided by Article II.B and Article XII.D hereof, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderCourt. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims by the Administrative Claims Bar Date that do not file File and serve such a request by the Administrative Claims Bar Date shall be forever barred, estoppedstopped, and enjoined from asserting such Administrative Claims against the Debtors or their propertythe Reorganized Debtors, and such Administrative Claims shall be deemed discharged compromised, settled, and released as of the Effective Date. Objections For the avoidance of doubt, Holders of Transaction Expenses Claims shall not be required to File or serve any request for payment of such requests must Transaction Expenses Claim. Notwithstanding anything to the contrary contained herein, any unpaid Claim payable to the Consenting Creditors or the RBL Agent on account of Transaction Expenses shall constitute Allowed Administrative Claims and shall be Filed and served paid on a current basis in full in Cash on the requesting party by Effective Date, or to the extent accrued after the Effective Date, on a current basis in full in Cash as invoiced; provided that upon the payment of all fees and expenses due to the RBL Agent as adequate protection under the Final Cash Collateral Order, all other Claims for diminution of value under the Final Cash Collateral Order shall be irrevocably released, waived and discharged on the Effective Date unless the RBL Claims are not paid in full under the Plan. Nothing herein shall require the Consenting Creditors or the RBL Agent or their respective professionals to file applications, a Proof of Claim or otherwise seek approval of the Bankruptcy Court as a condition to the payment of such Allowed Administrative Claims Objection Bar DateClaims.

Administrative Claims. Unless otherwise agreed to by the Holder holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder holder of an Allowed Administrative Claim (other than holders of Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1a) if such an Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2b) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3c) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to Date in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder holders of such Allowed Administrative Claim; (d) at such time and upon such terms as may be agreed upon by such holder and the Debtors or the Reorganized Debtors, as applicable; or (e) at such time and upon such terms as set forth in an order of the Bankruptcy Court. Except as otherwise provided by a Final Order previously entered by in this Article II.A of the Bankruptcy Court or as provided by Article II.B Plan, and Article XII.D hereof, unless previously Filedexcept with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Administrative Claims must be Filed with the Bankruptcy Court and served on the Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Holders Order no later than the Administrative Claims Bar Date, holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed with the Bankruptcy Court and served on the Debtors and the requesting party by no later than 60 days after the Effective Date. Notwithstanding the foregoing, no request for payment of an Administrative Claims Objection Bar DateClaim need be Filed with the Bankruptcy Court with respect to an Administrative Claim previously Allowed.

Administrative Claims. Unless otherwise agreed Except with respect to by Professional Fee Claims, DIP Claims, HVF Master Lease Administrative Claims, Canadian Fleet Financing Administrative Claims, Interim Fleet Financing Administrative Claims, and Priority Tax Claims and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a Holder of an Allowed Administrative Claim and the Debtors applicable Debtor, or after the Effective Date, such Holder and the applicable Reorganized Debtors, as applicable, Debtor agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction of its Allowed Administrative Claim, in Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim either: (1i) if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date on or as soon as reasonably practicable thereafterafter the Effective Date; or (2ii) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which upon entry of an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final OrderClaim, or as soon as reasonably practicable thereafter; or (3) provided, that if the an Allowed Administrative Claim is based on arises from liabilities incurred by the Debtors’ Estates in the ordinary course of their business after the Petition Date, including postpetition rent owed pursuant to assumed Unexpired Leases, such Claim shall be paid in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by Claim in the Holder of such Allowed Administrative Claimordinary course. Except as otherwise provided by a Final Order previously entered by in this Article II.A or the Bankruptcy Court Claims Bar Date Order, and except with respect to Administrative Claims that are Professional Fee Claims, DIP Claims, or as provided by Article II.B and Article XII.D hereof, unless previously FiledTransaction Expenses, requests for payment of Allowed Administrative Claims must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order. Holders of Order no later than the Administrative Claims Bar Date; provided, that are required to File and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such does not apply to Professional Fee Claims or Administrative Claims against arising in the ordinary course of business, including postpetition rent owed pursuant to assumed Unexpired Leases. The Reorganized Debtors, in consultation with the Plan Sponsors, may settle Administrative Claims in the ordinary course of business without further Bankruptcy Court approval. The Debtors or their propertythe Reorganized Debtors, and such as applicable, may also choose to object to any Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by Claim no later than the Administrative Claims Objection Bar DateDeadline, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or the Reorganized Debtors (or other party with standing) object to a timely-Filed and properly served Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or the Reorganized Debtors object to an Administrative Claim, the parties may confer to try to reach a settlement and, failing that, the Bankruptcy Court will determine whether such Administrative Claim should be Allowed and, if so, in what amount. HOLDERS OF ADMINISTRATIVE CLAIMS THAT ARE REQUIRED TO, BUT DO NOT, FILE AND SERVE A REQUEST FOR PAYMENT OF SUCH ADMINISTRATIVE CLAIMS BY THE ADMINISTRATIVE CLAIMS BAR DATE SHALL BE FOREVER BARRED, ESTOPPED, AND ENJOINED FROM ASSERTING SUCH ADMINISTRATIVE CLAIMS AGAINST THE DEBTORS OR THEIR PROPERTY, AND SUCH ADMINISTRATIVE CLAIMS SHALL BE DEEMED DISCHARGED AS OF THE EFFECTIVE DATE.

Administrative Claims. Unless otherwise agreed to by the Holder Holders of an Allowed Administrative Claim and the Debtors , or the Reorganized Debtors, or as otherwise set forth in an order of the Bankruptcy Court (including pursuant to the procedures specified therein), as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code) related to the Chapter 11 Cases will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1) if such an Administrative Claim is Allowed as of the Effective Date, no later than 30 days on or as soon as reasonably practicable after the Effective Date (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 sixty days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder Holders of such Allowed Administrative Claim. Except ; or (4) at such time and upon such terms as otherwise provided by set forth in a Final Order previously entered by of the Bankruptcy Court. Notwithstanding anything to the contrary contained herein, any unpaid Claim payable on account of Ad Hoc Group Fees and Expenses shall constitute Allowed Administrative Claims and shall be paid on a current basis in full in Cash on the Effective Date, or to the extent accrued after the Effective Date, on a current basis in full in Cash as invoiced. Nothing herein shall require the Consenting Senior Noteholders, the Ad Hoc Group or the Ad Hoc Noteholder Group Representatives, to file applications, a Proof of Claim or otherwise seek approval of the Bankruptcy Court or as provided by Article II.B and Article XII.D hereof, unless previously Filed, requests for a condition to the payment of such Allowed Administrative Claims. Notwithstanding anything to the contrary contained herein, if the Backstop Premium is paid in cash, the Claims on account of Backstop Premium shall constitute Allowed Administrative Claims must and shall be Filed and served on the Debtors no later than the Administrative Claims Bar Date paid pursuant to the procedures specified in the Confirmation Order term and the notice of entry Backstop Commitment Agreement without further order of the Confirmation Order. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by the Administrative Claims Objection Bar DateBankruptcy Court.

Administrative Claims. Administrative Claims will be satisfied as set forth in Article II.A of the Plan, as summarized herein. Unless otherwise agreed to by the Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Cases, each Holder of an Allowed Administrative Claim (other than Holders of Professional Fee Claims) will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1) if such Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claim. Except ; (4) at such time and upon such terms as otherwise provided may be agreed upon by the Holder of such Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in a Final Order previously entered by of the Bankruptcy Court or as provided by Article II.B Court. Except for Professional Fee Claims and Article XII.D hereofDIP Claims, and unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Reorganized Debtors no later than the 30 days after the Effective Date (the “Administrative Claims Claim Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderDate”). Holders of Administrative Claims that are required to File not timely and serve a request for payment of such Administrative Claims that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, and such Administrative Claims shall properly asserted will be deemed discharged as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by the Administrative Claims Objection Bar DateDate without need for an objection, notice, or Bankruptcy Court action.

Administrative Claims. Unless otherwise agreed Except with respect to by Administrative Claims that are Professional Fee Claims or to the Holder extent that an Administrative Claim has not already been paid during the Chapter 11 Cases or a holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, applicable Debtor(s) agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction in Cash the unpaid portion of its Allowed Administrative Claim, Cash equal to Claim on the amount of the unpaid portion of such Allowed Administrative Claim eitherlatest of: (1a) the Effective Date if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after including those 503(b)(9) Claims that are not Disputed; (b) the Effective Date date such Administrative Claim is Allowed or as soon as reasonably practicable thereafter; and (2c) if the Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after the date on which an order of the Bankruptcy Court Allowing such Allowed Administrative Claim becomes a Final Orderdue and payable, or as soon thereafter as is reasonably practicable thereafterpracticable; or (3) if the provided that Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Claims that arise in the ordinary course of their the Debtors’ businesses shall be paid in the ordinary course of business after the Petition Date, pursuant to in accordance with the terms and subject to the conditions of the particular transaction any agreements and/or arrangements governing, instruments evidencing, or course of business giving rise other documents relating to such Allowed Administrative Claim, without any further action by the Holder transactions (and no requests for payment of such Administrative Claims must be Filed or served). Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim Allowed Administrative Claimby Final Order. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by in this Article II.B II.A and Article XII.D hereof, unless previously Filedexcept with respect to Administrative Claims that are Professional Fee Claims, requests for payment of Allowed Administrative Claims must be Filed and served on the Reorganized Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in in, as applicable, the Initial Administrative Claims Bar Date Order or the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Initial Administrative Claims Bar Date or Final Administrative Claims Bar Date, as applicable. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party by the Administrative Claims Objection Bar Date.

Administrative Claims. Unless otherwise agreed Except with respect to by the Professional Fee Claims and Claims for fees and expenses pursuant to section 1930 of chapter 123 of title 28 of the United States Code, and except to the extent that a Holder of an Allowed Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, to the extent an against which such Allowed Administrative Claim is asserted agree to less favorable treatment for such Holder, or such Holder has not already been paid in full or otherwise satisfied during by any Debtor on account of such Allowed Administrative Claim prior to the Chapter 11 CasesEffective Date, each Holder of such an Allowed Administrative Claim will receive, receive in full and final satisfaction of its Allowed Administrative Claim, Claim an amount of Cash equal to the amount of the unpaid portion of such Allowed Administrative Claim eitherin accordance with the following: (1) if such an Administrative Claim is Allowed as of on or prior to the Effective Date, no later than 30 days after on the Effective Date or as soon as reasonably practicable thereafter (or, if not then due, when such Allowed Administrative Claim is due or as soon as reasonably practicable thereafter); (2) if the such Administrative Claim is not Allowed as of the Effective Date, no later than 30 thirty days after the date on which an order of the Bankruptcy Court Allowing allowing such Administrative Claim becomes a Final Order, or as soon as reasonably practicable thereafter; or (3) if the such Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Debtors in the ordinary course of their business after the Petition Date, pursuant to in accordance with the terms and conditions of the particular transaction or course of business giving rise to such Allowed Administrative Claim, Claim without any further action by the Holder of such Allowed Administrative Claim. Except ; (4) at such time and upon such terms as otherwise provided may be agreed upon by a Final Order previously entered by such Holder and the Debtors or the Reorganized Debtors, as applicable; or (5) at such time and upon such terms as set forth in an order of the Bankruptcy Court or as provided by Article II.B and Article XII.D hereof, unless previously Filed, requests for payment of Administrative Claims must be Filed and served on the Debtors no later than the Administrative Claims Bar Date pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderCourt. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims by the Administrative Claims Bar Date that do not file File and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their propertythe Reorganized Debtors, and such Administrative Claims shall be deemed discharged compromised, settled, and released as of the Effective Date. Objections to such requests must be Filed and served on the requesting party by the Administrative Claims Objection Bar Date.

Administrative Claims. Unless otherwise agreed Except with respect to by Administrative Claims that are Professional Fee Claims, or that are DIP Facility Claims or DIP Backstop Fee Claims, which Claims shall receive the Holder treatment provided under Article II.C, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a holder of an Allowed Administrative Claim and the Debtors or applicable Debtor(s), with the Reorganized Debtorsconsent of the Majority Backstoppers, as applicable, agree to the extent an Allowed Administrative Claim has not already been paid in full or otherwise satisfied during the Chapter 11 Casesless favorable treatment, each Holder holder of an Allowed Administrative Claim will receive, shall be paid in full and final satisfaction in Cash on the unpaid portion of its Allowed Administrative Claim, Cash equal to Claim on the amount of the unpaid portion of such Allowed Administrative Claim eitherlatest of: (1a) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date, no later than 30 days after the Effective Date ; (b) on or as soon as reasonably practicable thereafter; (2) if after the date such Administrative Claim is not Allowed as of the Effective Date, no later than 30 days after Allowed; and (c) the date on which an order of the Bankruptcy Court Allowing such Allowed Administrative Claim becomes a Final Orderdue and payable, or as soon thereafter as is reasonably practicable thereafterpracticable; or (3) if the provided that Allowed Administrative Claim is based on liabilities incurred by the Debtors’ Estates Claims that arise in the ordinary course of their the Debtors’ businesses shall be paid in the ordinary course of business after the Petition Date, pursuant to in accordance with the terms and subject to the conditions of the particular transaction any agreements governing, instruments evidencing, or course of business giving rise other documents relating to such Allowed Administrative Claim, without any further action by the Holder of such Allowed Administrative Claimtransactions. Except as otherwise provided by a Final Order previously entered by the Bankruptcy Court or as provided by in this Article II.B II.A and Article XII.D hereofexcept with respect to Administrative Claims that are Professional Fee Claims, unless previously Filed, (i) requests for payment of Administrative Claims arising in the time period between the Petition Date and the Administrative Claims Bar Date must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Administrative Claims Order no later than the Administrative Claims Bar Date, and (ii) requests for payment of Administrative Claims arising between the Administrative Claims Bar Date and the Effective Date must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation OrderOrder no later than the Final Administrative Claims Bar Date. Holders of Administrative Claims that are required to to, but do not, File and serve a request for payment of such Administrative Claims that do not file and serve by such a request by the Administrative Claims Bar Date dates shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property, property and such Administrative Claims shall be deemed discharged as of the Effective Date. Objections to such requests requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party by no later than 60 days after the Effective Date. Notwithstanding the foregoing, no request for payment of an Administrative Claims Objection Bar DateClaim need be Filed with respect to an Administrative Claim previously Allowed.