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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 63 of 70 <br />in respect of any Collateral until all DIP Obligations have first been indefeasibly satisfied and <br />paid in cash in full and the Commitments thereunder have been terminated. <br />27. Specified Lenders Expenses and Agreements. <br />(a) The Debtors shall pay or reimburse all reasonable, documented, out-of- <br />pocket expenses of the Specified Lenders incurred through the date of entry of the Final Order, <br />and, subject to entry of the Final Order, incurred thereafter, through the date that is 12 months <br />following the Petition Date, in each case in connection with the Cases (but limited to $500,000 in <br />any calendar month, subject to unlimited carry -forwards of unused amounts); provided that such <br />expenses shall be charged against, and first payable from, cash or other assets determined by a <br />final order of the Bankruptcy Court to be unencumbered by any prepetition lien or security <br />interest; provided further that the amounts paid or reimbursed by the Debtors under this <br />paragraph 27(a) shall in no event exceed $6,000,000. <br />(b) Subject to entry of the Final Order, the Specified Lenders shall be granted <br />an allowed administrative expense claim (which allowed administrative expense claim shall be <br />junior to each of the Fees Carve -Out, the Bonding Carve -Out, the DIP Superpriority Claim, and <br />the A/R Securitization Facility Superpriority Claim, and any superpriority claims granted in <br />respect of adequate protection) (the "Specified Lender Allowed Administrative Expense <br />Claim") to the extent that the reasonable, documented, out-of-pocket expenses of the Specified <br />Lenders incurred in connection with the Cases exceed the amounts payable under paragraph 27(a) <br />of this Interim Order; provided that the amount of such allowed administrative expense claim <br />shall not exceed $6,000,000. <br />(c) None of the Specified Lenders nor any of their respective affiliates shall, <br />and none of the Specified Lenders nor any of their respective affiliates shall permit their <br />63 <br />