Common use of Interim Order Clause in Contracts

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in Section 2.23 which (i) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) authorize extensions of credit in an aggregate amount of up to $75,000,000, (iii) approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and (z) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters Initial Extension of Credit, whichever first occurs, the Agent and the Banks Initial Lenders shall have received received, on or before the Effective Date, a certified copy of an order of entered by the Bankruptcy Court in substantially the form of Exhibit A-1 E (the "“Interim Order"”) approving the Loan Documents and granting the Superpriority Claim status and priming and other the Liens described in Section 2.23 2.17, which Interim Order (ii)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the AgentInitial Lenders, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the AgentInitial Lenders, (iiD) authorize extensions of credit in an aggregate amount of up to $75,000,000, (iii) shall approve the payment by the Borrower of all of the Fees set forth fees and expenses that are required to be paid in Section 2.19, connection with the Facilities and (ivE) shall be in full force and effect, and have been entered not later than five days after the Petition Date; (vii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender Pre-Petition Secured Creditor under the Existing Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming contemplated herebyLiens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (xA) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a priority superpriority claim as contemplated by Section section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (ywithout the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Banks Lenders hereunder and under the other Loan Documents and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (viiii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "“Interim Order"”) approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent and upon consent or non-objection of a preponderance of the financial institutions, as determined by the Agent, that are parties to the Existing Agreements, (ii) shall authorize extensions of credit in amounts not in excess of an aggregate amount to be set forth in the Interim Order, which shall be satisfactory to the Lenders until the entry of up to $75,000,000the Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement Agreements may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing 2002 Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreements or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks Lenders hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent Agents (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent continuation of the Agent payment to the Pre-Petition Agents on a current basis of the administration fees that are provided for under the Existing Agreements and (E) such other protection as agreed between the Borrower, the Guarantors and the Required Banks andExisting Lenders, if including financial reporting requirements and receipt of asset sale proceeds after the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.Escrow Payout Date,

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks DIP Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 C (the "Interim OrderINTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Pre-Petition Lender under the Existing Pre-Petition Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Credit Agreement (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Credit Agreement or to the rights of the Borrower to contest such assertion), (B) a priority claim Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the DIP Lenders, (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks DIP Lenders hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Credit Agreement and (E) the payment to the Pre-Petition Lenders (to be applied as provided for in the Pre-Petition Credit Agreement) of the Net Proceeds of the sale of assets on which they have Liens to the extent such Net Proceeds are not required to be paid to the Agent and the DIP Lenders hereunder (such payments to the Pre-Petition Lenders to be made each time that cumulative Net Proceeds that are so payable, but have not yet been paid, reach $500,000) and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters Extension of Credit, whichever first occursand in any event no later than five days after the Petition Date, the Administrative Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") Order approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 2.23 364(e) of the Bankruptcy Code, which Interim Order shall (i) shall have been entered upon an application with the consent or motion non-objection of a majority (as determined by the Administrative Agent) of the Borrower reasonably satisfactory in form and substance lending institutions party to the Agent, Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Existing LendersPrepetition Secured Parties) as may in each case be reasonably satisfactory to the Administrative Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,000100,000,000 (iv) authorize the use of Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of the Prepetition Secured Parties as set forth in subsection 2.8(c), (iiiv) contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the Fees set forth in Section 2.192008 Revolving Loans, the 2008 Swingline Loans, the 2008 Reimbursement Obligations and the New Term Loans under the Prepetition Credit Facility, (ivviii) shall be in full force and effect, effect and (vix) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and (z) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vi) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither none of the making of such Loans nor Extension of Credit, the issuance grant of such Letter of Credit nor Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Borrower or any of the Guarantors Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters Initial Extension of Credit, whichever first occurs, the Agent and the Banks Initial Lenders shall have received received, on or before the Effective Date, a certified copy of an order of entered by the Bankruptcy Court in substantially the form of Exhibit A-1 E (the "“Interim Order"”) approving the Loan Documents and granting the Superpriority Claim status and priming and other the Liens described in Section 2.23 2.17, which Interim Order (ii)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the AgentInitial Lenders, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the AgentInitial Lenders, (iiD) authorize extensions of credit in an aggregate amount of up to $75,000,000, (iii) shall approve the payment by the Borrower of all of the Fees set forth fees and expenses that are required to be paid in Section 2.19, connection with the Facilities and (ivE) shall be in full force and effect, and have been entered not later than five days after the Petition Date; (vii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender Pre-Petition Secured Creditor under the Existing Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre- Petition Collateral as a consequence of the priming contemplated herebyLiens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (xA) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a priority superpriority claim as contemplated by Section section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (ywithout the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Banks Lenders hereunder and under the other Loan Documents and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (viiii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent Agents and the Banks Lenders shall have received a certified copy satisfactory evidence of the entry of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 2.25 which Interim Order (i) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,000950,000,000, (iiiii) approve shall authorize the payment by the Borrower of all of fees provided for herein and in the Fees set forth fee letter described in Section 2.192.21, (iii) shall be in form and substance reasonably satisfactory to the Agents, (iv) shall be in full force and effecthave been entered not later than fifteen (15) days following the Filing Date, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Filing Date (including LIBOR pricing options) pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower or any other Person to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code, limited in amount to the aggregate diminution in value of the Existing Collateral, including any such diminution resulting from the sale, lease or use by the Borrower and the Guarantors (yor other decline in value) of cash collateral and any other Existing Collateral, the priming of the Existing Agent's security interests and liens in the Existing Collateral by the Agent and the Lenders pursuant to the Loan Documents and the Interim Order, and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code, immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Banks Lenders hereunder and under the other Loan Documents and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Existing Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Existing Agent on a current basis of the administration fees that are provided for under the Existing Agreement and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Banks (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Agreement, (E) the receipt of all financial statements and other reports that are furnished to the Banks, (F) so long as no Event of Default and no condition which would constitute an Event of Default with the giving of notice or lapse of time or both shall exist, the payment of 50% of the Net Proceeds of asset sales that are permitted by clause (iv) of Section 6.11, and (G) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent Agents and the Banks Lenders shall have received a certified copy satisfactory evidence of the entry of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "“Interim Order"”) approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 2.25 which Interim Order (i) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,000950,000,000, (iiiii) approve shall authorize the payment by the Borrower of all of fees provided for herein and in the Fees set forth fee letter described in Section 2.192.21, (iii) shall be in form and substance reasonably satisfactory to the Agents, (iv) shall be in full force and effecthave been entered not later than fifteen (15) days following the Filing Date, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Filing Date (including LIBOR pricing options) pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower or any other Person to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code, limited in amount to the aggregate diminution in value of the Existing Collateral, including any such diminution resulting from the sale, lease or use by the Borrower and the Guarantors (yor other decline in value) of cash collateral and any other Existing Collateral, the priming of the Existing Agent’s security interests and liens in the Existing Collateral by the Agent and the Lenders pursuant to the Loan Documents and the Interim Order, and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code, immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Banks Lenders hereunder and under the other Loan Documents and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Existing Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Existing Agent on a current basis of the administration fees that are provided for under the Existing Agreement and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At The interim order approving the time of DIP Facility, which shall include the terms hereof and shall otherwise be in form and substance reasonably acceptable to the DIP Agent and the DIP Lender (the “Interim Order”), shall, among other things, authorize and approve: i. the terms set forth in this Term Sheet and the entry into the Commitment Letter to which this Term Sheet is attached; ii. the Initial Draw; iii. the making of the initial Loans or at DIP Loans; iv. the time granting of the issuance superpriority claims and liens against the Debtors and their assets in accordance with this Term Sheet and the DIP Documents with respect to the DIP Collateral; v. the payment of all fees and expenses (including the initial Letters fees and expenses of Credit, whichever first occurs, outside counsel and financial advisors) required to be paid to the DIP Agent and the Banks shall have received a certified copy DIP Lender as described herein under the heading “Indemnification and Reimbursement of an order Expenses” by the Debtors; it being acknowledged and agreed that all such fees and expenses may and will be withheld from the Initial Draw for direct payment thereof (to the DIP Agent, the DIP Lenders or such counsel and financial advisors) from such Initial Draw (without reducing the obligations of the Bankruptcy Court in substantially Debtor to repay the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in Section 2.23 which (i) shall have been entered upon an application or motion entire amount of the Borrower reasonably satisfactory in form and substance Initial Draw); provided, however, notwithstanding anything to the Agentcontrary, on such fees and expenses incurred by the DIP Agent and the DIP Lender prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) authorize extensions of credit in an aggregate amount of up Interim Order and reimbursable pursuant to $75,000,000, (iii) approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and this clause (v) shall have authorized be limited to the use by the Borrower fees and the Guarantors expenses of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior counsel to the priming and other Liens granted in favor of the DIP Agent and the Banks hereunder and under DIP Lender. vi. the other Loan Documents and (z) additional adequate protection in the form termination of the Existing DIP Credit Agreement and related documents and all liens granted thereunder (and/or the interim order approving such Existing DIP Credit Agreement) as security therefor; and vii. the calculations and payment on a current basis of the reasonable fees Monthly DIP Agent Fee, the Upfront Premium, the Extension Fee and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vi) Exit Premium, which fee payments shall not have been stayedbe subject to reduction, reversedsetoff or recoupment, modified or amended in any respect without the prior written consent and shall be fully earned upon entry of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appealOrder.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy satisfactory evidence of the entry of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "Interim OrderINTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,00025,000,000 in the aggregate, (iii) shall approve the payment by the Borrower of all of the Fees set forth referred to in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the rates at which such interest and fees were being paid pursuant to the Existing Agreement for the period immediately prior to the Filing Date (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks Lenders hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current and monthly basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Agreement, (E) pending the entry of the Final Order, the receipt of a weekly budget showing the Borrower's use of cash collateral in which any Existing Lender under the Existing Agreement may have an interest, (F) reasonable access during normal business hours by ▇▇▇▇▇▇▇ and Marsal ("A&M"), or any successor advisor as the representative of the Pre-Petition Agent, to all documentation, places of business, officers, consultants and employees of the Borrower, (G) receipt of such financial information concerning the Borrower and the Guarantors' cash flow, business plan and other aspects of its operations as A&M or such successor may reasonably request from time to time, all without material disruption to the operation of the business of any of the Borrower or the Guarantors, and (H) the receipt of all financial statements, borrowing base certificates and other reports that are furnished to the Lenders and such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders; and (vi) shall not have been vacated, stayed, reversed, modified or amended in 40 any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occursCredit Event, the Agent Agents, the Fronting Bank and the Banks DIP Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 C (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 2.24 which Interim Order (i) shall have been entered with the consent or non-objection of a preponderance of the Pre-Petition Lenders (as determined by the Co-Lead Arrangers in their sole discretion) upon an application or motion of the Borrower Loan Parties reasonably satisfactory in form and substance to the AgentCo-Lead Arrangers, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the AgentCo-Lead Arrangers, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Co-Lead Arrangers, (iii) shall approve the payment by the Borrower Loan Parties of all of the Fees set forth referred to in Section 2.192.20, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors Loan Parties of any cash collateral in which any Existing Pre-Petition Lender under the Existing Agreement Pre-Petition Facilities may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Date) at the applicable non-default base rates plus applicable margins provided for pursuant to the Pre-Petition Facilities; provided, that, as additional adequate protection consideration for Pre-Petition Lenders under the Frontier Credit Agreement (as defined in the Interim Order) to consent to the priming of their liens and the use of their Cash Collateral, the payment described in this clause (A) shall be determined by applying the applicable non-default base rate plus applicable margin plus 40 basis points, (B) subject to the Carve-Out a priority claim Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agents, the Fronting Banks and the DIP Lenders and the Permitted Inter-Group Debt, (yC) subject to the Carve-Out a Lien on substantially all of the assets of Loan Parties (or, in the Borrower and the Guarantors case of any Holding Company Guarantor, its Holding Company Specified Assets) having a priority immediately junior to the priming and other Liens granted in favor of the Agent Agent, the Fronting Banks and the Banks DIP Lenders hereunder and under the other Loan Documents and the Liens securing the Permitted Inter-Group Debt, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) incurred by the respective counsel for agents under the Pre-Petition Agent Facilities (including any unpaid pre-petition fees and expenses) and the continuation of the payment to such agents on a current basis of the administration fees that are provided for under the respective Pre-Petition Facilities and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making extension of such Loans nor the issuance of such Letter of any credit pursuant to a Credit Event nor the performance by the Borrower or any of the Guarantors Loan Party of any of their respective obligations hereunder or under the any Loan Documents or under any other instrument or agreement referred to herein therein shall be the subject of a presently effective stay pending appeal. The adequate protection liens and the priority claims granted to the Pre-Petition Lenders as contemplated by the Interim Order shall be limited to an amount equal to the diminution, from and after the date of filing of the Interim Order, in the value of their pre-petition collateral, including, without limitation, the diminution in value of the Pre-Petition Liens as a consequence of the priming liens contemplated hereby.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower and the other Debtors reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19Fees, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for and to the use extent of any diminution in value of the Pre-Petition Lenders' interest in the Pre-Petition Collateral after the Filing Date (A) monthly payments in an amount equal to all interest, letter of credit fees and other fees and payments (including the payment on the Closing Date of any such cash collateral interest and fees that are accrued and unpaid as of the priming contemplated herebyFiling Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Agreement and existing hedge agreements entered into in connection with the Pre-Petition Obligations (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, for or on any other basis, set forth in the Pre-Petition Agreement), (xB) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors Code having a priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the code, junior only to the priming and other Liens granted in favor claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Banks hereunder Lenders in respect of the Loans (and under the other Loan Documents and Carve-Out); (zC) additional adequate protection in the form of the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of respective external counsel for and third-party consultants, including financial consultants, and auditors) incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including any unpaid pre-petition fees and expenses) and (viD) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent payment to the Pre-Petition Lenders of the Agent first $10,000,000 of Net Cash Proceeds of sale or sales occurring on or after the Filing Date, outside the ordinary course of business, of assets in existence on the Filing Date to be applied in permanent repayment of the principal amount due and owing under the Required Banks andPre-Petition Agreement in the order set forth therein, if provided that to the Interim Order is the subject extent that any such Net Cash Proceeds constitute proceeds of sale of any property, assets or stock of a pending appeal Non-Debtor Guarantor, such Net Cash Proceeds shall be applied first, in any respect, neither accordance with Section 2.13(d) hereof to repay Borrowings under the making of such Loans nor the issuance of such Letter of Credit nor the performance Agreement loaned or otherwise paid over by the Borrower or any other Debtor to such Non-Debtor Guarantor and cash collateralize Letters of Credit issued under the Agreement in support of the Guarantors obligations and operations of any of their respective obligations hereunder or such Non-Debtor Guarantor, second, to repay the Pre-Petition Obligations as provided above, and third, to make mandatory prepayments to the extent required under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.Section

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) a priority Superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Banks, (yB) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents Documents, (C) the monthly payment of current interest and letter of credit fees (zincluding the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional adequate protection interest calculated at any other applicable rates of interest, or on any other basis, set forth in the form Existing Agreement or to the rights of the Borrower to contest such assertion), (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Agreement, and (E) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occursCredit Event, the Agent Agents, the Fronting Bank and the Banks DIP Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 C (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 2.22 which Interim Order (i) shall have been entered with the consent or non-objection of a preponderance of the Pre-Petition Lenders (as determined by the Co-Lead Arrangers in their sole discretion) upon an application or motion of the Borrower Loan Parties reasonably satisfactory in form and substance to the AgentCo-Lead Arrangers, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the AgentCo-Lead Arrangers, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Co-Lead Arrangers, (iii) shall approve the payment by the Borrower Loan Parties of all of the Fees set forth referred to in Section 2.192.18, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors Loan Parties of any cash collateral in which any Existing Pre-Petition Lender under the Existing Agreement Pre-Petition Facilities may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Date) at the applicable non-default base rates plus applicable margins provided for pursuant to the Pre-Petition Facilities; provided, that, as additional adequate protection consideration for Pre-Petition Lenders under the Frontier Credit Agreement (as defined in the Interim Order) to consent to the priming of their liens and the use of their Cash Collateral, the payment described in this clause (A) shall be determined by applying the applicable non-default base rate plus applicable margin plus 40 basis points, (B) subject to the Carve-Out a priority claim Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agents, the Fronting Banks and the DIP Lenders and the Permitted Inter-Group Debt, (yC) subject to the Carve-Out a Lien on substantially all of the assets of Loan Parties (or, in the Borrower and the Guarantors case of any Holding Company Guarantor, its Holding Company Specified Assets) having a priority immediately junior to the priming and other Liens granted in favor of the Agent Agent, the Fronting Banks and the Banks DIP Lenders hereunder and under the other Loan Documents and the Liens securing the Permitted Inter-Group Debt, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) incurred by the respective counsel for agents under the Pre-Petition Agent Facilities (including any unpaid pre-petition fees and expenses) and the continuation of the payment to such agents on a current basis of the administration fees that are provided for under the respective Pre-Petition Facilities and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making extension of such Loans nor the issuance of such Letter of any credit pursuant to a Credit Event nor the performance by the Borrower or any of the Guarantors Loan Party of any of their respective obligations hereunder or under the any Loan Documents or under any other instrument or agreement referred to herein therein shall be the subject of a presently effective stay pending appeal. The adequate protection liens and the priority claims granted to the Pre-Petition Lenders as contemplated by the Interim Order shall be limited to an amount equal to the diminution, from and after the date of filing of the Interim Order, in the value of their pre-petition collateral, including, without limitation, the diminution in value of the Pre-Petition Liens as a consequence of the priming liens contemplated hereby.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the The Administrative Agent and the Banks Required Lenders shall have received a certified copy satisfactory evidence of the entry by the Bankruptcy Court of an interim order under Section 364 of the Bankruptcy Court Code in substantially the form of Exhibit A-1 K or otherwise in form and substance satisfactory to the Administrative Agent (the "“Interim Order"”) approving the Loan Fundamental Documents and granting the Superpriority Claim superpriority claim status and senior priming and other Liens described in Section 2.23 2.16 which Interim Order (i) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Administrative Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Administrative Agent, (ii) shall authorize extensions of credit Loans and Letters of Credit on an interim basis in an aggregate amount at any one time outstanding not in excess of up to $75,000,0007,500,000.00 in the aggregate, (iii) shall approve the payment by the Borrower of 50% of the Up-Front Fees and all of the Fees set forth fees referred to in Section 2.192.4(c), (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors Credit Parties of any cash collateral in which any Existing Lender lender under the Existing Agreement Facilities and in which any Specified Guild may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for such protection that is satisfactory to the Administrative Agent, including (xA) a priority claim superpriority claims as contemplated by Section 507(b) of the Bankruptcy Code, each of which shall be junior to the Carve-Out and the claims under Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders, (yB) a replacement Liens on (in the case of the Existing First Lien on Agent and the Existing Second Lien Agent) substantially all of the assets of the Borrower Credit Parties and (in the Guarantors having a priority case of the Specified Guilds) certain of the Credit Parties’ Items of Product on which the Guild Liens were prior to the Filing Date senior to the Liens of the Existing First Lien Agent (on an uncrossed, Guild-by-Guild and film-by-film basis), each of which replacement Liens shall be junior to the priming and other Liens granted in favor of the Agent Carve-Out and the Banks hereunder and Liens held by the Administrative Agent under the other Loan Documents Facility, and (z) shall have such additional adequate protection relative priorities as are set forth in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vi) shall not have been stayedInterim Order, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Pre-Petition Lenders, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,00010,000,000 in the aggregate, (iii) shall approve the payment by the Borrower of all of the Fees set forth referred to in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors Holdings of any cash collateral in which any Existing Pre-Petition Lender under the Existing Pre-Petition Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates provided for pursuant to the Pre-Petition Credit Agreement (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Pre-Petition Credit Agreement or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors Holdings having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks Lenders hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the members of the Bank Steering Committee in their capacity as such and the continuation of the payment on a current basis of the administration and letter of credit fees that are provided for under the Pre-Petition Credit Agreement, and (E) such other protection as agreed between the Borrower, the Guarantors and the Pre-Petition Lenders, (vi) shall contain customary provisions regarding challenges to the pre-petition claims and liens of the parties to be primed under clause (v) above, Section 506(c) of the Bankruptcy Code and other matters; and (vii) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks DIP Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 C (the "Interim OrderINTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth referred to in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Pre-Petition Lender under the Existing Pre-Petition Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) a priority claim Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the DIP Lenders, (yB) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks DIP Lenders hereunder and under the other Loan Documents and Documents, (zC) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Credit Agreement and (E) the payment to the Pre-Petition Lenders (to be applied as provided for in the Pre-Petition Credit Agreement) of the Net Proceeds of the sale of assets on which they have Liens (including, without limitation, any sale of any collateral granted by an MBE Company) to the extent such Net Proceeds are not required to be paid to the Agent and the DIP Lenders hereunder (such payments to the Pre-Petition Lenders to be made each time that cumulative Net Proceeds that are so payable, but have not yet been paid, reach $100,000) and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks The Bankruptcy Court shall have received a certified copy of an order of entered the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in Section 2.23 , which (i) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Administrative Agent, (ii) authorize extensions shall contain the approval of this Agreement and the other Loan Documents to which any Loan Party is a party to and the transactions contemplated hereby and thereby and granting the Super-Priority Claim status and the Liens described in Section 11.1 and finding that the Lenders are extending credit to the Borrower in an aggregate amount good faith within the meaning of up to $75,000,000section 364(e) of the Bankruptcy Code, (iii) approve shall provide, as adequate protection for the payment by Prepetition Lenders, that (A) all accrued and unpaid interest due and payable to the Borrower of all Prepetition Lenders under the terms of the Fees set forth Prepetition Credit Agreement prior to the Petition Date be paid on the Petition Date to the Prepetition Lenders at the Prepetition Default Rate and (B) all interest that accrues on the Prepetition Obligations after the Petition Date shall be payable in Section 2.19accordance with the terms of the Prepetition Credit Agreement at the applicable non-default rate, (iv) shall provide, as adequate protection for the Prepetition Lenders, the Prepetition Agent with replacement Liens for the benefit of itself and the Prepetition Lenders on (A) all assets of the Borrower and the Guarantors securing the Prepetition Obligations and (B) any assets of the Borrower and the Guarantors that secure the Obligations, but which do not secure the Prepetition Obligations, (v) shall be certified by the Clerk of the Bankruptcy Court as having been duly entered, (vi) shall be in full force and effect, effect and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and (z) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vivii) shall not have been stayedvacated, reversed, modified modified, amended or amended in any respect stayed without the prior written consent of the Administrative Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appealRequisite Lenders.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters Extension of Credit, whichever first occursand in any event no later than five days after the Petition Date, the Administrative Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") Order approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 2.23 364(e) of the Bankruptcy Code, which Interim Order shall (i) shall have been entered upon an application with the consent or motion non-objection of a majority (as determined by the Administrative Agent) of the Borrower reasonably satisfactory in form and substance lending institutions party to the Agent, Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Existing LendersPrepetition Secured Parties) as may in each case be reasonably satisfactory to the Administrative Agent, (ii) be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,000[100,000,000] (iv) authorize the use of Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of the Prepetition Secured Parties as set forth in subsection 2.8(c), (iiiv) contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the Fees set forth in Section 2.192008 Revolving Loans, the 2008 Swingline Loans, the 2008 Reimbursement Obligations and the New Term Loans under the Prepetition Credit Facility, (ivviii) shall be in full force and effect, effect and (vix) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and (z) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) and (vi) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither none of the making of such Loans nor Extension of Credit, the issuance grant of such Letter of Credit nor Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Borrower or any of the Guarantors Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or ------------- at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "Interim ------- Order") approving the Loan Documents and granting the Superpriority Claim status ----- and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth referred to in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Banks (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors in favor of the Pre-Petition Agent having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Agreement, (viE) the receipt of all financial statements and other reports that are furnished to the Banks and such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, (F) the payment for the application to the obligations of the Borrower under the Existing Agreement of 100% of the repatriated funds received from foreign subsidiaries to the extent such funds are not required to be applied to satisfy the Borrower's Obligations hereunder, and (G) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At Not later than ten (10) days following the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occursFiling Date, the Administrative Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A-l (the "Interim OrderINTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 2.22 which Interim Order (i) shall have been entered upon an application or motion of the Borrower Debtors reasonably satisfactory in form and substance to the Agent, Administrative Agent and on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Administrative Agent, (ii) shall authorize extensions of credit in an aggregate amount of up amounts satisfactory to $75,000,000the Administrative Agent, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19Sections 2.18, 2.19 and 2.20, (iv) shall be in full force and effect, and (v) shall have authorized as adequate protection for and to the use extent of any diminution in value of the Pre-Petition Lenders' interest in the Pre-Petition Collateral after the Filing Date: (A) subject to the entry of the Final Order, payments in respect of unpaid interest, letter of credit fees and other fees and payments (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Agreements (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Agreements) as follows: (1) provided that the Borrower shall then be in compliance with the Consolidated EBITDA and Domestic EBITDA covenants set forth in Section 6.5 in respect of the prior calendar month, on July 1, 2002 and on the first Business Day of each calendar quarter thereafter, a payment (each, an "INITIAL PAYMENT") in respect of such accrued and unpaid interest, letter of credit and other fees and payments; provided that no such Initial Payment shall be made to the extent that on the last Business Day of the immediately preceding calendar quarter, after giving effect to such Initial Payment, Minimum Liquidity is less than $50,000,000; provided, further, that the sum of all Initial Payments shall not exceed $10,000,000, or such greater amount, not in excess of $20,000,000, as determined by the Initial Lenders and set forth in the Borrowing Base Addendum, (2) on October 1, 2002 and the first Business Day of each calendar quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount (the "PERMITTED PAYMENT AMOUNT") up to the amount which, when added to the sum of all prior Permitted Payment Amounts paid hereunder (such prior payments, collectively, but excluding all Initial Payments, the "AGGREGATE PRIOR PAYMENT AMOUNT"), would cause the ratio of (1) the difference between (a) cumulative Domestic EBITDA for the current Measurement Period minus (b) cumulative Capital Expenditures for such Measurement Period, to (2) the sum of the current Permitted Payment Amount proposed to be made and the Aggregate Prior Payment Amount, to be equal to 1.05:1.0; provided that no such payment shall be made to the extent that (i) such payment would cause such ratio to be less than 1.05:1.00 or (ii) on such last Business Day of the immediately preceding calendar quarter, after giving effect to the payment of such Permitted Payment Amount, the Minimum Liquidity is less than $50,000,000, and (3) on February 1, 2002 and on the first Business Day of each fiscal quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount up to the aggregate amount of payments received by the Borrower or any Guarantor from one or more Foreign Subsidiaries (in the form of dividends, distributions, loan payments, repayments, prepayments or otherwise) during the immediately preceding fiscal quarter (less the amount of such payments received from Foreign Subsidiaries in Germany or from Hayes Lemmerz Fabricated Holdings, B.V. which payments shall be appl▇▇▇ ▇o repay the then outstanding Intercompany Loans to Foreign Subsidiaries in Germany or to Hayes Lemmerz Fabricated Holdings, B.V. made pursuant to Section 2.2▇); ▇rovided, that no such payment shall be made to the extent that on the last Business Day of the immediately preceding fiscal quarter, after giving effect to the proposed payment to be made, the Minimum Liquidity is less than $50,000,000; (B) a Superpriority Claim (which claim shall be payable from and have recourse to all pre-and post-petition property of the Borrower and the Guarantors including, without limitation, all proceeds, dividends, distributions and other amounts received or realized in respect of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xExcluded Stock) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code having a priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Code, junior only to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders in respect of the Obligations; (yC) a Lien second priority adequate protection lien on substantially all of the assets property of the Borrower and the Guarantors having which adequate protection lien shall have a priority immediately junior to the priming and other Liens liens granted in favor of the Administrative Agent and the Banks hereunder and under Lenders in respect of the other Loan Documents Obligations; and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of respective external counsel for and third-party consultants, including financial consultants, and auditors) incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including any unpaid pre-petition professional fees and expenses); (clauses (A), (B), (C) and (D) being collectively referred to herein as the "ADEQUATE PROTECTION OBLIGATIONS"), (vi) shall not have been stayed, reversed, modified or amended in any respect, except as approved by the Administrative Agent, in its sole discretion, and (vii) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of both (A) the Pre-Petition Lenders and (B) the lenders party to the Synthetic Lease Documents (solely with respect without to the prior written consent of the Agent and the Required Banks Subordinate Synthetic Lease Lien), taken as a whole; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans Loan nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors Guarantor of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. No other claim having a priority superior to or pari passu with those granted by the Interim Order (i) to the Administrative Agent and the Lenders and (ii) to the Pre-Petition Agent and the Pre-Petition Lenders, respectively, shall be granted while any portion of the Loans or the Total Commitment hereunder remains outstanding or any Adequate Protection Obligations remain outstanding. The claims and liens described in clauses (A), (B) and (C) in the definition of "Adequate Protection Obligations" above shall be subject to the Carve-Out.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 A (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.23 which Interim Order (i) shall have been entered entered, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent and upon consent or non-objection of a preponderance of the financial institutions, as determined by the Agent, that are parties to the Existing Agreements, (ii) shall authorize extensions of credit in amounts not in excess of an aggregate amount to be set forth in the Interim Order, which shall be satisfactory to the Lenders until the entry of up to $75,000,000the Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement Agreements may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (xA) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing 2002 Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreements or to the rights of the Borrower to contest such assertion), (B) a priority superpriority claim as contemplated by Section 507(b) of the Bankruptcy CodeCode immediately junior to the claims under Section 364(c) (1) of the Bankruptcy Code held by the Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand), (yC) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Banks Lenders hereunder and under the other Loan Documents and Documents, (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and internal and third-party consultants, including financial consultants, and auditors) for the Pre-Petition Agent Agents (including the payment on the Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agents on a current basis of the administration fees that are provided for under the Existing Agreements and (E) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, including financial reporting requirements and receipt of asset sale proceeds after the Escrow Payout Date, (vi) shall authorize the Borrower and the Pre-Petition Agents, without further approval or consent from any party (including any Existing Lender), to agree to extend the expiration date of expiring letters of credit under the Existing Agreements for a period not to exceed one year and (vii) shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks Lenders shall have received a certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit A-1 (the "Interim Order") approving the Loan Documents and granting the Superpriority Claim status and priming and other Liens described in Section 2.23 Order which Interim Order (i) shall have been entered entered, no later than 5 days following the Filing Date, upon an application or motion of the Borrower reasonably satisfactory in form and substance to the AgentInitial Lenders, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the AgentAgent and upon consent or non-objection of a preponderance of the financial institutions, as determined by the Initial Lenders, that are parties to the Existing Agreement, (ii) shall authorize extensions of credit in amounts not in excess of an aggregate amount to be set forth in the Interim Order, which shall be satisfactory to the Initial Lenders, until the entry of up to $75,000,000the Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the Fees set forth in Section 2.19, (iv) shall be in full force and effect, and (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (x) a priority claim as contemplated by Section 507(b) of the Bankruptcy Code, (y) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority junior to the priming and other Liens granted in favor of the Agent and the Banks hereunder and under the other Loan Documents and (z) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective counsel for the Pre-Petition Agent (including any unpaid pre-petition fees and expenses) 2.23 and (vi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks Initial Lenders; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. At the time of the making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Agent and the Banks The Initial Lenders shall have received received, on or before the Effective Date, a certified copy of an order of entered by the Bankruptcy Court in substantially the form of Exhibit A-1 E, or otherwise in form and substance reasonably satisfactory to the Administrative Agent (the "“Interim Order") ”), approving the Loan Documents and granting the Superpriority Claim status and priming and other the Liens described in Section 2.23 2.17, which Interim Order (ii)(A) shall have been entered upon an application or motion of the Borrower reasonably satisfactory in form and substance to the Agent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) authorize extensions of credit in an the aggregate amount of up to $75,000,000450,000,000, and (iiiB) shall approve the payment by the Borrower of all of the Fees set forth fees and expenses that are required to be paid in Section 2.19, connection with the Facilities; (iv) shall be in full force and effect, and (vii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender Pre-Petition Secured Creditor under the Existing Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming contemplated herebyLiens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (xA) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a priority superpriority claim as contemplated by Section section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (ywithout the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Banks Lenders hereunder and under the other Loan Documents and (zD) additional adequate protection in the form of the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (including any unpaid pre-petition fees iii) shall be in full force and expenses) effect; and (viiv) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Agent and the Required Banks and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.