Common use of Interim Order Clause in Contracts

Interim Order. The Administrative Agent shall have received, on or before the Closing Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve the Loan Documents and grant the Obligations hereunder the Superpriority Claim status and the Liens described in Section 4.16, (ii) shall authorize extensions of credit in the aggregate amounts of up to $5,000,000 of Term Loans, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; and (vii) shall not have been stayed, reversed, modified or amended in any respect.

Interim Order. The Administrative 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, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Existing Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (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 Agent and the Banks hereunder and under the other Loan Documents, (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, (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 (viiG) 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; 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. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Existing Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing 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 (A) a superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (B) 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 Lenders hereunder and under the other Loan Documents, (C) 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 (viiF) 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; 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. The Bankruptcy Court shall have entered, upon motion in form and substance reasonably satisfactory to the Administrative Agent, the Interim Order no later than three Business Days after the Petition Date (or such later date agreed to by the Administrative Agent shall have receivedin its sole discretion) approving and authorizing the Facilities, on or before the Closing Date, a certified copy of an order entered by Loan Documents and all provisions thereof and the priorities and liens granted under Bankruptcy Court Code Section 364(c) in substantially the form of Exhibit H or with such changes as may be acceptable and substance reasonably satisfactory to the Administrative Agent and its counsel, as well as the Required Lenders (the “Interim Order”)Requisite Lenders, which Interim Order and including without limitation, provisions (i) shall approve the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status Claims and the Superpriority Liens described in favor of the Lenders on the Collateral pursuant to Section 4.162.19, (ii) shall authorize providing for the automatic vacation of such stay to permit the enforcement of the Administrative Agent’s or the Lenders’ remedies hereunder and under the Loan Documents, (iii) prohibiting the incurrence of Indebtedness with priority equal to or greater than the Lenders’ under the Loans, except as expressly allowed hereunder, (iv) prohibiting any granting or imposition of Liens, except as expressly allowed hereunder, (v) authorizing the repayment in full of all the obligations outstanding under the Prepetition Credit Agreement, (vi) authorizing the payment of all fees and expenses due to the Lenders and the Administrative Agent, (vii) finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 364(e) of the Bankruptcy Code, (viii) authorizing extensions of credit in the aggregate form of revolving loans to the Borrower in amounts not in excess of up $30,000,000 (the “Revolving Interim Availability Amount”) and (ix) authorizing extensions of credit in the form of term loans to the Borrower in an amount equal to $5,000,000 of Term Loans, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; and (vii) shall not have been stayed, reversed, modified or amended in any respect.45,000,000;

Interim Order. The Administrative Agent At the time of the Initial Extension of Credit, the Initial Lenders shall have received, on or before the Closing Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders E (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the Liens described in Section 4.162.17, which Interim Order (iii)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amounts amount of up to $5,000,000 25,000,000 and (y) the Term Facility in an aggregate amount of Term Loansup to $165,000,000, (iiiB) 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 Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the FacilityFacilities and (E) shall have been entered not later than five days after the Petition Date; (ivii) shall authorize have authorized the use by the Loan Parties Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Party or any Adequate Protection Party Creditor under the Pre-Petition Security Agreement may have an interest; (v) interest and shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunderhave 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 Adequate Protection Parties’ interests priming Liens described in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code Code, for (A) 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 superpriority claim as contemplated by 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 4.162.17 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 (without 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 Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (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 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 (viiiv) shall not have been stayed, reversed, modified or amended in any respect.

Interim Order. The At the time of the making of the initial Extension of Credit, and in any event no later than ten days after the Petition Date, the Administrative Agent shall have received, on or before the Closing Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the Liens described in Section 4.162.23 and 2.24 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 364(e) of the Bankruptcy Code, which Interim Order shall (i) have been entered with the consent or non-objection of a majority (as determined by the Administrative Agent) of the lending institutions party to the Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Prepetition Secured Parties) as may be reasonably satisfactory to the Administrative Agent, (ii) shall be in form and substance reasonably satisfactory to the Agents, (iii) authorize extensions of credit in amounts not in excess of $95,000,000 (iv) authorize the aggregate amounts use of up to $5,000,000 cash collateral under the Prepetition Credit Facility and provide for adequate protection in favor of Term Loansthe Prepetition Secured Parties as set forth in Section 2.23(c), (iiiv) shall contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees, (vii) approve repayment in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease full of the Prepetition Collateral Receivables Facility, (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (viviii) shall be in full force and effect; effect and (viiix) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such Extension of Credit, the grant of Liens and Superpriority Claims pursuant to Sections 2.23 or 2.24 or the performance by the Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts not in excess of $10,000,000 in the aggregate amounts of up to $5,000,000 of Term Loansaggregate, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect, (v) shall have authorized the use by the Borrower and Holdings of any cash collateral in which any Pre-Petition Lender under the 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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (C) a Lien on substantially all of the assets of the Borrower and Holdings having a priority immediately junior to the priming and other Liens granted in favor of the Agent and the Lenders hereunder and under the other Loan Documents, (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 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; 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. The Administrative Agent and the Required Lenders shall have received, on or before received satisfactory evidence of the Closing Date, a certified copy of an order entered entry by the Bankruptcy Court of an interim order under Section 364 of the Bankruptcy Code in substantially the form of Exhibit H K or with such changes as may be acceptable otherwise in form and substance satisfactory to the Administrative Agent and the Required Lenders (the “Interim Order”), ) approving the Fundamental Documents and granting the superpriority claim status and senior priming and other Liens described in Section 2.16 which Interim Order (i) shall approve have been entered upon an application or motion of the Loan Documents Borrower reasonably satisfactory in form and grant substance to the Obligations hereunder Administrative Agent, on such prior notice as may in each case be reasonably satisfactory to the Superpriority Claim status and the Liens described in Section 4.16Administrative 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 $7,500,000.00 in the aggregate amounts of up to $5,000,000 of Term Loansaggregate, (iii) shall approve the payment by the Borrower of 50% of the Up-Front Fees and all of the fees and expenses that are required referred to be paid in connection with the Facility; Section 2.4(c), (iv) shall authorize be in full force and effect, (v) shall have authorized the use by the Loan Credit Parties of any cash collateral in which any Secured Party or lender under the Existing Facilities and in which any Adequate Protection Party Specified Guild may have an interest; (v) interest and shall provide have provided, as adequate protection for the Adequate Protection Payments use of such cash collateral and grant customary adequate the priming contemplated hereby, for such protection that is satisfactory to the Administrative Agent, including (A) 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, (B) replacement Liens on (in the case of the Existing First Lien Agent and the Existing Second Lien Agent) substantially all of the assets of the Credit Parties and (in the case of the Specified Guilds) certain of the Credit Parties’ Items of Product on which the Guild Liens were prior to Secured Parties the Filing Date senior to the Liens of the Existing First Lien Agent (as defined under the Prepetition Credit Agreementon an uncrossed, Guild-by-Guild and film-by-film basis), each of which claims and replacement Liens shall be junior to those claims the Carve-Out and the Liens of held by the Administrative Agent under the Facility, and the Lenders hereunder, shall have such additional relative priorities as adequate protection of the Adequate Protection Parties’ interests are set forth in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ useInterim Order, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; and (vii) shall not have been stayed, reversed, modified or amended in any respect.and

Interim Order. The Administrative 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 DIP Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders C (the “Interim Order”), "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 approve have been entered, upon an application or motion of the Loan Documents Borrower reasonably satisfactory in form and grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees Fees referred to in Section 2.19, 2.20 and expenses that are required to be paid in connection with the Facility; 2.21, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral which constitutes a Primed Asset and shall have provided, as adequate protection for the use of such cash collateral and the priming contemplated hereby, for (A) a Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the DIP Lenders, (B) 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 Liens granted in favor of the Agent and the DIP Lenders hereunder and under the other Loan Documents with respect to the Primed Assets and immediately junior to pre-existing Liens (if any), (C) 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 (viiE) 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; 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. The Not later than ten (10) days following the Filing Date, the Administrative Agent and the Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders A-l (the “Interim Order”), "INTERIM ORDER") granting the Superpriority Claim status and senior priming and other Liens described in Section 2.22 which Interim Order (i) shall approve have been entered upon an application or motion of the Loan Documents Debtors reasonably satisfactory in form and grant substance to the Obligations hereunder Administrative Agent and on such prior notice to such parties as may be satisfactory to the Superpriority Claim status and the Liens described in Section 4.16Administrative Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAdministrative Agent, (iii) shall approve the payment by the Borrower of all of the fees Fees set forth in Sections 2.18, 2.19 and expenses that are required to be paid in connection with the Facility; 2.20, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect, (v) shall have authorized as adequate protection for and to the extent of any diminution in value of the Pre-Petition Lenders' interest in the Pre-Petition Collateral after the Filing Date: (A) subject to the entry of the Final Order, payments in respect of unpaid interest, letter of credit fees and other fees and payments (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Agreements (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Agreements) as follows: (1) provided that the Borrower shall then be in compliance with the Consolidated EBITDA and Domestic EBITDA covenants set forth in Section 6.5 in respect of the prior calendar month, on July 1, 2002 and on the first Business Day of each calendar quarter thereafter, a payment (each, an "INITIAL PAYMENT") in respect of such accrued and unpaid interest, letter of credit and other fees and payments; provided that no such Initial Payment shall be made to the extent that on the last Business Day of the immediately preceding calendar quarter, after giving effect to such Initial Payment, Minimum Liquidity is less than $50,000,000; provided, further, that the sum of all Initial Payments shall not exceed $10,000,000, or such greater amount, not in excess of $20,000,000, as determined by the Initial Lenders and set forth in the Borrowing Base Addendum, (2) on October 1, 2002 and the first Business Day of each calendar quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount (the "PERMITTED PAYMENT AMOUNT") up to the amount which, when added to the sum of all prior Permitted Payment Amounts paid hereunder (such prior payments, collectively, but excluding all Initial Payments, the "AGGREGATE PRIOR PAYMENT AMOUNT"), would cause the ratio of (1) the difference between (a) cumulative Domestic EBITDA for the current Measurement Period minus (b) cumulative Capital Expenditures for such Measurement Period, to (2) the sum of the current Permitted Payment Amount proposed to be made and the Aggregate Prior Payment Amount, to be equal to 1.05:1.0; provided that no such payment shall be made to the extent that (i) such payment would cause such ratio to be less than 1.05:1.00 or (ii) on such last Business Day of the immediately preceding calendar quarter, after giving effect to the payment of such Permitted Payment Amount, the Minimum Liquidity is less than $50,000,000, and (3) on February 1, 2002 and on the first Business Day of each fiscal quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount up to the aggregate amount of payments received by the Borrower or any Guarantor from one or more Foreign Subsidiaries (in the form of dividends, distributions, loan payments, repayments, prepayments or otherwise) during the immediately preceding fiscal quarter (less the amount of such payments received from Foreign Subsidiaries in Germany or from Hayes Lemmerz Fabricated Holdings, B.V. which payments shall be applxxx xo repay the then outstanding Intercompany Loans to Foreign Subsidiaries in Germany or to Hayes Lemmerz Fabricated Holdings, B.V. made pursuant to Section 2.20); xrovided, that no such payment shall be made to the extent that on the last Business Day of the immediately preceding fiscal quarter, after giving effect to the proposed payment to be made, the Minimum Liquidity is less than $50,000,000; (B) a Superpriority Claim (which claim shall be payable from and have recourse to all pre-and post-petition property of the Borrower and the Guarantors including, without limitation, all proceeds, dividends, distributions and other amounts received or realized in respect of the Excluded Stock) contemplated by Section 507(b) of the Bankruptcy Code having a priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Code, junior only to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders in respect of the Obligations; (C) a second priority adequate protection lien on the property of the Borrower and the Guarantors which adequate protection lien shall have a priority immediately junior to the priming and other liens granted in favor of the Administrative Agent and the Lenders in respect of the Obligations; and (viiD) the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of external counsel and third-party consultants, including financial consultants, and auditors) incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including any unpaid pre-petition professional fees and expenses); (clauses (A), (B), (C) and (D) being collectively referred to herein as the "ADEQUATE PROTECTION OBLIGATIONS"), (vi) shall not have been stayed, reversed, modified or amended in any respect, except as approved by the Administrative Agent, in its sole discretion, and (vii) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of both (A) the Pre-Petition Lenders and (B) the lenders party to the Synthetic Lease Documents (solely with respect to the Subordinate Synthetic Lease Lien), taken as a whole; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loan nor the issuance of such Letter of Credit nor the performance by the Borrower or any Guarantor of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. No other claim having a priority superior to or pari passu with those granted by the Interim Order (i) to the Administrative Agent and the Lenders and (ii) to the Pre-Petition Agent and the Pre-Petition Lenders, respectively, shall be granted while any portion of the Loans or the Total Commitment hereunder remains outstanding or any Adequate Protection Obligations remain outstanding. The claims and liens described in clauses (A), (B) and (C) in the definition of "Adequate Protection Obligations" above shall be subject to the Carve-Out.

Interim Order. The Administrative Agent Initial Lenders shall have received, on or before the Closing Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H E, or with such changes as may be acceptable otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the Liens described in Section 4.162.17, which Interim Order (iii)(A) shall authorize extensions of credit in the aggregate amounts amount of up to $5,000,000 of Term Loans450,000,000, and (iiiB) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the FacilityFacilities; (ivii) shall authorize have authorized the use by the Loan Parties Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Party or any Adequate Protection Party Creditor under the Pre-Petition Security Agreement may have an interest; (v) interest and shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunderhave 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 Adequate Protection Parties’ interests priming Liens described in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code Code, for (A) 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 superpriority claim as contemplated by 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 4.162.17 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 (without 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 Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (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 advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (viiii) shall be in full force and effect; and (viiiv) shall not have been stayed, reversed, modified or amended in any respect.

Interim Order. The Administrative 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 DIP Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders C (the “Interim Order”), "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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Lender under the 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 (A) 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 Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the DIP Lenders, (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 Agent and the DIP Lenders hereunder and under the other Loan Documents, (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 Pre-Petition Credit Agreement and (viiE) 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; 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. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders A (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the senior priming and other Liens described in Section 4.162.23 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 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 amount to be set forth in the aggregate amounts Interim Order, which shall be satisfactory to the Lenders until the entry of up to $5,000,000 of Term Loansthe Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing 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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (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 Agent and the Lenders hereunder and under the other Loan Documents, (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 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 (viiE) shall not have been stayedsuch other protection as agreed between the Borrower, reversedthe Guarantors and the Existing Lenders, modified or amended in any respect.including financial reporting requirements and receipt of asset sale proceeds after the Escrow Payout Date,

Interim Order. The Not later than ten (10) days following the Filing ------------- Date, the Administrative Agent and the Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders ------- A-1 (the “"Interim Order”), ") approving the Loan Documents and granting the --- ------------- Superpriority Claim status and senior Priming Liens and other Liens described in Section 2.23 which Interim Order (i) shall approve have been entered upon an ------------ application or motion of the Loan Documents Borrowers reasonably satisfactory in form and grant substance to the Obligations hereunder Administrative Agent and shall have been entered on such prior notice to such parties as may be satisfactory to the Superpriority Claim status and the Liens described in Section 4.16Administrative Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAdministrative Agent, (iii) shall approve the payment by the Borrower Borrowers of all of the fees Fees set forth in Sections 2.19, 2.20 and expenses that are required to be paid in connection with the Facility; 2.21, ------------- ---- ---- (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; and , (viiv) shall not have been stayed, reversed, modified or amended in any respect, and (vi) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of the secured creditors of any of the 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 Loan nor the issuance of such Letter of Credit nor the performance by any of the Borrowers or the Guarantors of any of their 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. The Administrative Agent Bankruptcy Court shall have receivedentered the Interim Order, on or before after notice given and a hearing conducted in accordance with Bankruptcy Rule 4001(c), certified by the Closing Date, a certified copy clerk of an order entered by the Bankruptcy Court as having been duly entered, within five (5) days after the Petition Date, in substantially form and substance satisfactory to the form of Exhibit H or Administrative Agent, and entered with notice to such changes parties as may be acceptable satisfactory to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve the Loan Documents and grant the Obligations hereunder the Superpriority Claim status and the Liens described in Section 4.16Agent, (iia) shall authorize extensions of credit in authorizing and approving the aggregate amounts of up to $5,000,000 of Term Loans, transactions contemplated by the documents evidencing the DIP Loan Facility and expressly approving all Roll-Up Loans as contemplated herein; (iiib) shall approve approving the payment by the Borrower Debtors of all of the fees provided for herein, in any other Loan Document or in any separate fee letter, including the Engagement Letter, the Fee Letter and expenses that are required to the Backstop Fee Letter, which may be paid in connection with filed under seal by the FacilityBankruptcy Court; (ivc) shall authorize finding that the use by Lenders are extending credit to the Loan Parties Debtors in good faith within the meaning of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interestBankruptcy Code section 364(e); (vd) shall provide for granting (w) super-priority status to the Adequate Protection Payments Obligations pursuant to section 364(c)(1) of the Bankruptcy Code, (x) Liens in all unencumbered assets of the Borrower and grant customary adequate protection claims the Guarantors pursuant to section 364(c)(2) of the Bankruptcy Code, (y) junior liens on all encumbered assets of the Borrower and the Guarantors pursuant to section 364(c)(3) of the Bankruptcy Code, and (z) priming Liens on all assets of the Borrower and the Guarantors, that is subject to Secured Parties (as defined under a perfected lien or security interest securing the Prepetition Credit Agreement, pursuant to section 364(d)(1) of the Bankruptcy Code (the preceding clauses (w), which claims (x), (y) and Liens shall be junior (z), in each case, subject only to those claims and Liens (i) the payment of the Administrative Agent Carve-Out, (ii) the extent of any valid, perfected and the Lenders hereunderunavoidable first priority right of consignment under applicable law, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ useand (iii) with respect to clause (z) only, sale any Third Party Liens); (e) lifting or lease of the Prepetition Collateral (including cash collateral), the imposition of modifying the automatic stay pursuant to under section 362 of the Bankruptcy Code to permit the Borrower and the priming Liens described in Section 4.16Guarantors to perform their obligations and the Lenders to exercise their rights and remedies with respect to the DIP Loan Facility; (vif) authorizing the use of cash collateral pursuant to section 363(c) of the Bankruptcy Code; and (g) providing adequate protection to the Prepetition Lenders pursuant to sections 361(a), 362(d), 363(c) and 364(d)(1) of the Bankruptcy Code and authorizing the granting of Adequate Protection Obligations, which Interim Order shall be in full force and effect; and (vii) , shall not have been stayed, reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified or amended without the prior written consent of the Administrative Agent. The Interim Order shall also include such other terms and conditions as are customary for transactions of this type, as determined by the Obligors and the Administrative Agent and in any respectevent shall (a) approve the Borrower’s and Guarantors’ waiver of any and all claims and causes of action against the Prepetition Lenders, including, but not limited to, claims for preference, fraudulent conveyance or other claims arising under the Bankruptcy Code and claims regarding the validity, priority, perfection or avoidability of the secured claims of the Prepetition Lenders and the Prepetition Credit Agreement Agent, subject to the right of the Committee (and in the event that no Committee is appointed, any party in interest (other than the Borrower or the Guarantors)) to pursue such claims, (b) establish a deadline of the earlier of (i) seventy-five (75) days from the Petition Date and (ii) sixty (60) days from the appointment of a Committee (and in the event that no Committee is appointed, any party in interest (other than the Borrower and the Guarantors)) to bring any cause of action against the Prepetition Lenders based on the Prepetition Credit Agreement, or any acts or omissions of the Prepetition Lenders that occurred prior to the Petition Date (a “Challenge”), (c) effective upon entry of the Final Order, approve the waiver by the Borrower and the Guarantors of all surcharge claims under section 506(c) or section 552(b) of the Bankruptcy Code or otherwise and (d) effective upon entry of the Final Order, provide for a Lien on the proceeds of avoidance actions under chapter 5 of the Bankruptcy Code.

Interim Order. The Administrative 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, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, upon an application or motion of the Loan Documents Borrower reasonably satisfactory in form and grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Existing Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (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 (A) a Superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Banks, (B) 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, (C) 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 calculated at any other applicable rates of interest, or on any other basis, set forth in the 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 (viiE) 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; 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. The At the time of the making of the initial Extension of Credit, and in any event no later than five days after the Petition Date, the Administrative Agent shall have received, on or before the Closing Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 4.16364(e) of the Bankruptcy Code, which Interim Order shall (i) have been entered with the consent or non-objection of a majority (as determined by the Administrative Agent) of the lending institutions party to the Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Prepetition Secured Parties) as may be reasonably satisfactory to the Administrative Agent, (ii) shall be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in amounts not in excess of $[100,000,000] (iv) authorize the aggregate amounts use of up to $5,000,000 Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of Term Loansthe Prepetition Secured Parties as set forth in subsection 2.8(c), (iiiv) shall contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the fees 2008 Revolving Loans, the 2008 Swingline Loans, the 2008 Reimbursement Obligations and expenses that are required to be paid in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined New Term Loans under the Prepetition Credit Agreement)Facility, which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (viviii) shall be in full force and effect; effect and (viiix) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such Extension of Credit, the grant of Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. The Not later than ten (10) days following the Filing ------------- Date, the Administrative Agent and the Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders ------- A-1 (the “"Interim Order”), ") approving the --- ------------- 38 Loan Documents and granting the Superpriority Claim status and senior Priming Liens and other Liens described in Section 2.23 which Interim Order (i) shall approve ------------ have been entered upon an application or motion of the Loan Documents Borrowers reasonably satisfactory in form and grant substance to the Obligations hereunder Administrative Agent and shall have been entered on such prior notice to such parties as may be satisfactory to the Superpriority Claim status and the Liens described in Section 4.16Administrative Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAdministrative Agent, (iii) shall approve the payment by the Borrower Borrowers of all of the fees Fees set forth in Sections 2.19, 2.20 and expenses that are required to be paid in connection with the Facility; 2.21, ------------- ---- ---- (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; and , (viiv) shall not have been stayed, reversed, modified or amended in any respect, and (vi) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of the secured creditors of any of the 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 Loan nor the issuance of such Letter of Credit nor the performance by any of the Borrowers or the Guarantors of any of their 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. The Administrative 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 Lenders shall have received, on or before received satisfactory evidence of the Closing Date, a certified copy entry of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders A (the “Interim Order”), "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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Existing Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts not in excess of $25,000,000 in the aggregate amounts of up to $5,000,000 of Term Loansaggregate, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect, (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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (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 Agent and the Lenders hereunder and under the other Loan Documents, (D) the payment on a current and monthly basis of the 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 (viivi) shall not have been vacated, stayed, reversed, modified or amended in 40 any 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. The At the time of the making of the initial extension of credit, and in any event no later than three Business Days after the Petition Date, the Administrative Agent shall have received, on or before the Closing Date, received a certified copy of an order entered by the Interim Order approving the Credit Documents and granting the Superpriority Claim status and 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 364(e) of the Bankruptcy Court in substantially Code, which Interim Order shall (i) have been entered with the form consent of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve the Loan Documents and grant the Obligations hereunder the Superpriority Claim status and the Liens described in Section 4.16Prepetition Agent, (ii) shall be in form and substance reasonably satisfactory to the Credit Parties and the Lenders, (iii) authorize extensions of credit in the aggregate amounts not in excess of up to $5,000,000 of Term Loans20,000,000, (iiiiv) shall 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 the fees and expenses that are required to be paid in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunderunder or in connection with this Agreement, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vivii) shall be in full force and effect; effect and (viiviii) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such extension of credit, the grant of Liens and Superpriority Claims pursuant to Section 2.14 or the performance by the Credit Parties of any of their respective obligations hereunder or under the other Credit Documents shall be the subject of a presently effective stay pending appeal.

Interim Order. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), Order which Interim Order (i) shall approve have been entered, no later than 5 days following the Loan Documents Filing Date, upon an application or motion of the Borrower reasonably satisfactory in form and grant substance to the Obligations hereunder Initial Lenders, on such prior notice to such parties (including the Superpriority Claim status Existing Lenders) as may in each case be reasonably satisfactory to the Agent and upon consent or non-objection of a preponderance of the Liens described in Section 4.16financial 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 amount to be set forth in the aggregate amounts Interim Order, which shall be satisfactory to the Initial Lenders, until the entry of up to $5,000,000 of Term Loansthe Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (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 by Section 2.23 and (viivi) shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the 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. The Administrative 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, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Existing Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (C) 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, (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, (E) 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 (viiG) shall not have been vacated, stayed, reversed, modified or amended in any 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. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, upon an application or motion of the Loan Documents Borrower reasonably satisfactory in form and grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status Existing Lenders) as may in each case be reasonably satisfactory to the Agent and upon consent or non-objection of a preponderance of the Liens described in Section 4.16financial 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 amount to be set forth in the aggregate amounts Interim Order, which shall be satisfactory to the Lenders until the entry of up to $5,000,000 of Term Loansthe Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Existing Lender under the Existing 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 (A) 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 superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code 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), (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 Agent and the Lenders hereunder and under the other Loan Documents, (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 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; 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. The At the time of the making of the initial Extension of Credit, and in any event no later than five days after the Petition Date, the Administrative Agent shall have received, on or before the Closing Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders (the “Interim Order”), which Interim Order (i) shall approve approving the Loan Documents and grant the Obligations hereunder granting the Superpriority Claim status and the Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 4.16364(e) of the Bankruptcy Code, which Interim Order shall (i) have been entered with the consent or non-objection of a majority (as determined by the Administrative Agent) of the lending institutions party to the Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Prepetition Secured Parties) as may be reasonably satisfactory to the Administrative Agent, (ii) shall be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in amounts not in excess of $100,000,000 (iv) authorize the aggregate amounts use of up to $5,000,000 Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of Term Loansthe Prepetition Secured Parties as set forth in subsection 2.8(c), (iiiv) shall contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the fees 2008 Revolving Loans, the 2008 Swingline Loans, the 2008 Reimbursement Obligations and expenses that are required to be paid in connection with the Facility; (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined New Term Loans under the Prepetition Credit Agreement)Facility, which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (viviii) shall be in full force and effect; effect and (viiix) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such Extension of Credit, the grant of Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.

Interim Order. The Administrative 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 DIP Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders C (the “Interim Order”), "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 approve have been entered, with the Loan Documents 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 grant substance to the Obligations hereunder Agent, on such prior notice to such parties (including the Superpriority Claim status and Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Liens described in Section 4.16Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facility; Section 2.19, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect; , (v) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Lender under the 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 (A) a Superpriority Claim as contemplated by Section 507(b) of the Bankruptcy Code immediately junior to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the DIP Lenders, (B) 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 DIP Lenders hereunder and under the other Loan Documents, (C) 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 (viiE) 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; 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. The Administrative Agent 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 Agents and the Lenders shall have received, on or before received satisfactory evidence of the Closing Date, a certified copy entry of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders A-1 (the “"Interim Order”), ") approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.25 which Interim Order (i) shall approve the Loan Documents and grant the Obligations hereunder the Superpriority Claim status and the Liens described authorize extensions of credit in Section 4.16amounts not in excess of $950,000,000, (ii) shall authorize extensions of credit in the aggregate amounts of up to $5,000,000 of Term Loans, (iii) shall approve the payment by the Borrower of all of fees provided for herein and in the fees fee letter described in Section 2.21, (iii) shall be in form and expenses that are required substance reasonably satisfactory to be paid in connection with the Facility; Agents, (iv) shall authorize have been entered not later than fifteen (15) days following the Filing Date, (v) shall have authorized the use by the Loan Parties Borrower and the Guarantors of any cash collateral in which any Secured Party or any Adequate Protection Party Existing Lender under the Existing Agreement may have an interest; (v) interest and shall provide have provided, as adequate protection for the Adequate Protection Payments use of such cash collateral and grant customary adequate protection claims the priming contemplated hereby, for (A) the monthly payment of current interest and Liens 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 Secured Parties the Existing Agreement (as defined under the Prepetition Credit Agreementpayments 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), which claims and Liens shall be junior or on any other basis, set forth in the Existing Agreement or to those claims and Liens the rights of the Administrative Borrower or any other Person to contest such assertion), (B) a 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 (or 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 hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from pursuant to the Loan Parties’ useDocuments and the Interim Order, sale or lease of the Prepetition Collateral (including cash collateral), and the imposition of the automatic stay pursuant to section 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 described granted in Section 4.16; favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (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 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 be in full force and effect; and (vii) shall not have been vacated, stayed, reversed, modified or amended in any 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. The Administrative 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 Lenders shall have received, on or before the Closing Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit H or with such changes as may be acceptable to the Administrative Agent and the Required Lenders 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 approve have been entered, with the Loan Documents and grant consent or non-objection of a preponderance, as determined by the Obligations hereunder Agent in its sole judgment, of the Superpriority Claim status Pre-Petition Lenders, upon an application or motion of the Borrower and the Liens described other Debtors reasonably satisfactory in Section 4.16form and substance to the Agent, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Agent, (ii) shall authorize extensions of credit in amounts satisfactory to the aggregate amounts of up to $5,000,000 of Term LoansAgent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facility; Fees, (iv) shall authorize the use by the Loan Parties of any cash collateral in which any Secured Party or any Adequate Protection Party may have an interest; (v) shall provide for the Adequate Protection Payments and grant customary adequate protection claims and Liens to Secured Parties (as defined under the Prepetition Credit Agreement), which claims and Liens shall be junior to those claims and Liens of the Administrative Agent and the Lenders hereunder, as adequate protection of the Adequate Protection Parties’ interests in the Prepetition Collateral from diminution in value of their collateral resulting from the Loan Parties’ use, sale or lease of the Prepetition Collateral (including cash collateral), the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and the priming Liens described in Section 4.16; (vi) shall be in full force and effect, (v) shall have authorized as adequate protection for and to the extent of any diminution in value of the Pre-Petition Lenders' interest in the Pre-Petition Collateral after the Filing Date (A) monthly payments in an amount equal to all interest, letter of credit fees and other fees and payments (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Agreement and existing hedge agreements entered into in connection with the Pre-Petition Obligations (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Agreement), (B) a superpriority claim as contemplated by Section 507(b) of the Bankruptcy Code having a priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the code, junior only to the claims under Section 364(c)(1) of the Bankruptcy Code held by the Agent and the Lenders in respect of the Loans (and the Carve-Out); (C) the payment on a current basis of the reasonable fees and expenses (including, but not limited to, the reasonable fees and disbursements of external counsel and third-party consultants, including financial consultants, and auditors) incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including any unpaid pre-petition fees and expenses) and (viiD) the payment to the Pre-Petition Lenders of the first $10,000,000 of Net Cash Proceeds of sale or sales occurring on or after the Filing Date, outside the ordinary course of business, of assets in existence on the Filing Date to be applied in permanent repayment of the principal amount due and owing under the Pre-Petition Agreement in the order set forth therein, provided that to the extent that any such Net Cash Proceeds constitute proceeds of sale of any property, assets or stock of a Non-Debtor Guarantor, such Net Cash Proceeds shall not have been stayedbe applied first, reversedin accordance with Section 2.13(d) hereof to repay Borrowings under the Agreement loaned or otherwise paid over by the Borrower or other Debtor to such Non-Debtor Guarantor and cash collateralize Letters of Credit issued under the Agreement in support of the obligations and operations of such Non-Debtor Guarantor, modified or amended in any respect.second, to repay the Pre-Petition Obligations as provided above, and third, to make mandatory prepayments to the extent required under Section