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 Letter of Credit, whichever first occursoccurs but in any event no later than 15 days after the Petition Date, the Agent and the Banks shall have received received, with a certified copy for each Lender, a 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 Super-priority Claim status and priming and other Liens described in subsection 4.21 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 (i) shall be in form and substance satisfactory to the Agent, the Lenders and counsel to the Agent, (ii) shall have been entered upon an application or motion of the Borrower and the Guarantors 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, 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 (viiv) shall not have been stayed, reversed, vacated or rescinded or, without the consent of the Required Lenders, 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. For the purposes of satisfying the condition precedent set forth in subsection 6.3 to the making of the remaining Tranche B Loans on the date of entry of the Final Order, the above references to the "Interim Order" shall be deemed references to the "Final Order".

Interim Order. At the time of the making of the initial Loans or at extension of credit, and in any event no later than three Business Days after the time of the issuance of the initial Letters of Credit, whichever first occursPetition 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 Credit Documents and granting the Superpriority Claim status and priming and other Liens described in Sections 2.14 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 or motion with the consent of the Borrower reasonably satisfactory Administrative Agent and the Prepetition Agent, (ii) be 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 AgentCredit Parties and the Lenders, (iiiii) authorize extensions of credit in an aggregate amount amounts not in excess of up to $75,000,00020,000,000, (iiiiv) authorize the use of Cash Collateral under the Prepetition Credit Agreement and provide for adequate protection in favor of the Prepetition Secured Parties as set forth in Section 2.14(c), (v) contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties and other matters, (vi) approve the payment by the Borrower of all of fees required to be paid to the Fees set forth Administrative Agent and the Lenders under or in Section 2.19connection with this Agreement, (ivvii) shall be in full force and effect, effect and (vviii) 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 Section 2.14 or the performance by the Borrower or any of the Guarantors Credit Parties of any of their respective obligations hereunder or under the Loan other Credit 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 Petrominerales agrees that as soon as reasonably practicable after the time date hereof, and in any event no later than October 31, 2013, Petrominerales shall apply, in a manner acceptable to Pacific Rubiales, acting reasonably, pursuant to Section 193 of the making ABCA and, in co-operation with Pacific Rubiales, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to Pacific Rubiales, each acting reasonably, which shall provide, among other things: (a) for the calling and holding of the initial Loans or at Meeting and for the time class of persons to whom notice is to be provided in respect of the issuance of the initial Letters of Credit, whichever first occurs, the Agent Arrangement and the Banks Meeting and for the manner in which notice is to be provided; (b) that the requisite approval for the Arrangement Resolution by the Shareholders 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 be (i) shall have been entered upon an application or motion two-thirds of the Borrower reasonably satisfactory votes cast on the Arrangement Resolution by the Shareholders voting as a single class, present in form person or represented by proxy at the Meeting (with each Shareholder being entitled to one vote for each Share held); 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 such other approval as is required by MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of credit Petrominerales’ articles and by-laws, including quorum requirements and all other matters, shall apply in an aggregate amount of up to $75,000,000, (iii) approve the payment by the Borrower of all respect of the Fees set forth Meeting; (d) for the grant of the Dissent Rights to the Shareholders who are registered holders of the Shares; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Meeting may be adjourned or postponed from time to time by Petrominerales without the need for additional approval of the Court; (g) that the record date for Shareholders entitled to vote at the Meeting shall not change 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 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 (xadjournment(s) a priority claim as contemplated by Section 507(bor postponement(s) of the Bankruptcy CodeMeeting, unless required by applicable Law; and (yh) a Lien on substantially all that it is the Parties’ intention to rely upon Section 3(a)(10) of the assets U.S. Securities Act to issue, based on the Court’s approval of the Borrower and Arrangement, the Guarantors having a priority junior ExploreCo Shares to Shareholders who are resident in the priming and other Liens granted United States in favor exchange for the Shares in accordance with the Plan of the Agent and the Banks hereunder and Arrangement without registration 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 appealU.S. Securities Act.

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 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 Subject to the time terms of this Agreement, as soon as reasonably practicable following the execution of this Agreement, but in any event within 20 Business Days after the date hereof, Wedge shall apply for the Interim Order pursuant to Section 291 of the making BCABC in a manner acceptable to the Corporation, acting reasonably, and, in cooperation with the Corporation, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the initial Loans or at Arrangement and the time Wedge Meeting and for the manner in which such notice is to be provided; (b) for the fixing of the issuance record date for the Wedge Meeting and that the record date will not change in respect of any adjourned Wedge Meeting; (c) that the initial Letters of Credit, whichever first occurs, requisite approval for the Agent and the Banks Arrangement Resolution 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 be (i) shall have been entered upon an application or motion at least two-thirds of the Borrower reasonably satisfactory votes cast by the Wedge Shareholders present in form and substance to person or represented by proxy at the AgentWedge Meeting, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Agentvoting by class, (ii) authorize extensions at least a simple majority of credit the votes cast by the Wedge Shareholders present in an aggregate amount person or represented by proxy at the Meeting, excluding Wedge Shares beneficially owned or over which control or direction is exercised by the Corporation or its affiliates or any other “interested parties” and certain of up to $75,000,000their “related parties” and “joint actors”, if any (within the meaning of, and as provided by, Section 8.1 of MI 61- 101), (iii) approve the payment by the Borrower of all at least a majority in number of the Fees set forth holders of Wedge Notes and at least ¾ in Section 2.19, value of the principal amount owing under the Wedge Notes present in person or represented by proxy at the Meeting; and (iv) shall be in full force and effectat least two-thirds of the votes cast by the Wedge Securityholders (voting together as a single class on the basis of one vote per Wedge Share, one vote per Wedge Option (vested or unvested), one vote per Wedge Warrant, and one vote for each Wedge Share into which the Wedge Notes are convertible (v) shall have authorized it being acknowledged and agreed that the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing Agreement Wedge Notes will vote on an “as converted” basis, notwithstanding that they 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 stayedconverted into Wedge Shares as at the Wedge Meeting record date)) present in person or represented by proxy at the Wedge Meeting (such approval described in this Section, reversedthe “Required Vote”); (d) that, modified in all material respects, the terms, conditions and restrictions of Wedge’s constating documents, including quorum requirements and all other matters and the ruling and direction of the chair of the Wedge Meeting in accordance with the BCABC shall apply in respect of the Wedge Meeting; (e) for the grant of the Dissent Rights; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order required to implement the Plan of Arrangement; (g) that the Wedge Meeting may be adjourned or amended in any respect without postponed from time to time by Wedge (with the prior written consent of the Agent and Corporation) without 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 need for additional approval of the Guarantors Court; (h) that the record date for Wedge Securityholders entitled to notice of and to vote at the Wedge Meeting will not change as a result of any adjournment(s) of their respective obligations hereunder the Wedge Meeting; (i) that each Securityholder will have the right to appear before the Court at the hearing of the application for the Final Order provided they file a response to petition with the Court and deliver a copy of the filed response to the petition together with copies of any affidavit materials and other materials on which the person intends to rely at the hearing of the application for the Final Order to legal counsel for Wedge, Gowling Xxxxxxx Xxxxxxxxx, LLP, Attention: Xxxxx Xxxxxxx, at 00 Xxxxx Xxxxxx Xxxxx, X.X. Box 2248, Suite 1020, Kitchener, ON N2H 6M2 on or under before 4:00 pm (Eastern Time) on the Loan Documents fourth Business Day prior to the date of the Wedge Meeting; (j) that the Final Order will expressly state that the Arrangement is fair and reasonable; and (k) for such other matters as the Corporation or under any other instrument or agreement referred to herein shall be Wedge (with the subject prior written consent of a presently effective stay pending appealthe other) may reasonably require.

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 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) 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 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) 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), (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 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 and of King & Spalding, counsel to the note holders under the Senior Note Agreements (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 Agreements, (D) the receipt of all financial statements and other reports, pleadings, motions, applications, judicial information and other documents filed with the Bankruptcy Court that are furnished to the Lenders, (E) following the payment in full of all Loans, the cash collateralization of all Letters of Credit and the termination of the Total Commitment, 100% of the Net Proceeds from the sale or other disposition of any of the assets or properties of the Borrower or the Guarantors will be paid to the Existing Lenders and (F) 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 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, 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, 2.20 and 2.21, (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 constitutes a Primed Asset 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 that are subject to the Cases (other than Impac Hotels II, L.L.C. and Impac Hotels III, L.L.C.) having a priority 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 with respect to the Primed Assets and immediately junior to pre-existing Liens (zif any), (C) 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, real estate appraisers, 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) and the other Primed Lenders 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 $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 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 As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to hold the EMV Meeting in accordance with Section 2.03 and the Tevva Meeting in accordance with Section 2.05, each of EMV on the one hand and Tevva on the other hand shall apply to the Court in a manner and on terms acceptable to the other, acting reasonably, pursuant to Part 9, Division 5 of the making BCBCA and, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the initial Loans or Arrangement, the EMV Meeting and the Tevva Meeting, and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining (i) the EMV Shareholders entitled to receive of notice of and to vote at the EMV Meeting and (ii) the Tevva Shareholders entitled to receive of notice of and to vote at the Tevva Meeting; (c) that the required level of approval for the (i) EMV Arrangement Resolution shall be 66 2⁄3% of the votes cast on the EMV Arrangement Resolution by EMV Shareholders present in person or represented by proxy at the EMV Meeting, voting together as a single class and (ii) the Tevva Transaction Resolutions (without limiting any other requirement of applicable law) shall be 662⁄3% or 75% (as applicable) of the votes cast on the Tevva Transaction Resolutions by Tevva Ordinary Shareholders present in person or represented by proxy at the Tevva Meeting, voting together as a single class; (d) that in all other respects, the terms, restrictions and conditions of EMV’s Constating Documents and Tevva’s Constating Documents, as applicable, shall apply in respect of the EMV Meeting and the Tevva Meeting, as the case may be, except that for each of the EMV Meeting and the Tevva Meeting the applicable quorum for the conduct of business shall be at least one-third of outstanding EMV Shares or Tevva Shares, as applicable; (e) for the grant of the Dissent Rights to those EMV Shareholders who are registered EMV Shareholders; (f) that the deadline for the submission of proxies by (i) EMV Shareholders for the EMV Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the EMV Meeting, subject to waiver by EMV in accordance with the terms of this Agreement and (ii) Tevva Ordinary Shareholders for the Tevva meeting shall be in accordance with law applicable to Tevva and Tevva’s Constating Documents but in any event shall be no less favourable to Tevva Shareholders than the deadline for the submission of proxies applicable to EMV Shareholders; (g) that either or both of the EMV Meeting and the Tevva Meeting may be adjourned or postponed from time to time by EMV or Tevva, as applicable, in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court and without the necessity of first convening the meeting or first obtaining any vote of the EMV Shareholders or the Tevva Ordinary Shareholders, as applicable respecting an adjournment or postponement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that it is the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the initial Letters of CreditResulting Issuer Shares to be issued pursuant to the Arrangement, whichever first occurs, subject to and conditioned on the Agent Court’s determination that the Arrangement is substantively and procedurally fair to persons who are entitled to receive Resulting Issuer Shares pursuant to the Banks shall have received a certified copy of an order Arrangement and based on the Court’s approval of the Bankruptcy Court in substantially the form of Exhibit A-1 Arrangement; and (the "Interim Order"j) approving the Loan Documents and granting the Superpriority Claim status and priming and for such other Liens described in Section 2.23 which (i) shall have been entered upon an application matters as EMV or motion of the Borrower Tevva may reasonably satisfactory in form and substance require, subject 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 obtaining the prior written consent of the Agent and the Required Banks andTevva or EMV (as applicable), 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 consent not to be unreasonably withheld 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 appealdelayed.

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 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 Xxxxxxx 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 shall have received a certified copy of an order satisfactory evidence of the Bankruptcy Court in substantially entry of 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 on or before February 10, 2015, which Interim Order (i) shall have been entered upon an application or motion of the Borrower Credit Parties reasonably satisfactory in form and substance to the Agent, on such the Required Revolving Lenders and the Required LC Facility Lenders and upon prior notice to such parties (including the Existing Lenders) required to receive such notice and such other parties as may in each case be reasonably satisfactory to the requested by Agent, ; (ii) authorize extensions any objection to entry of credit in an aggregate amount of up to $75,000,000, the Interim Order shall have been withdrawn or overruled on the merits and denied with prejudice and (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, 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 stayedmaterially amended, reversed, or modified or amended in any respect without the prior written consent of the Agent Agent, the Required Revolving Lenders and the Required Banks LC Facility Lenders, or stayed, or reversed; and, if the Interim Order is the subject of a pending appeal or motion for reconsideration in any respect, neither the Interim Order, nor the making of such Loans nor the issuance advances, the issuance, extension or renewal of such Letter any Letters of Credit nor Credit, or the performance by the Borrower or Credit Parties of 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 Obligations shall be the subject of a presently effective stay stay. The Credit Parties and the Secured Parties shall be entitled to rely in good faith upon the Interim Order notwithstanding any such appeal or motion for reconsideration. The Required Lenders may, however, in their sole discretion, defer any obligations of the Secured Parties to make advances or to issue or to support the issuance of any Letters of Credit until such time as no such appeal or motion for reconsideration is pending appeal.and the period for lodging any such appeal or motion for reconsideration has expired;

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 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 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 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 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 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 (the "Interim Order") approving the Loan Documents and granting the --- ------------- Superpriority Claim status and priming senior Priming Liens and other Liens described in Section 2.23 which Interim Order (i) shall have been entered upon an ------------ application or motion of the Borrower Borrowers reasonably satisfactory in form and substance to the Agent, Administrative Agent and shall have been entered 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 Borrowers of all of the Fees set forth in Section Sections 2.19, 2.20 and 2.21, ------------- ---- ---- (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 respect, and (vi) shall be entered with the prior written consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of the Agent and secured creditors of any of the Required Banks Borrowers under the Existing Credit Agreement; 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 Borrowers or 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 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.