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Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document <br />Pg 64 of 71 <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 />respective attorneys or other professionals engaged in connection with or anticipation of these <br />Cases to, object to entry of the Interim Order or the Final Order or any provision thereof or any <br />of the terms or provisions of the DIP Documents; provided that (i) the Specified Lenders and <br />their respective affiliates, and their respective affiliates' attorneys or other professionals engaged <br />in connection with or anticipation of these Cases, shall be permitted to object to (x) a waiver of <br />section 506(c) of the Bankruptcy Code, section 552(b) of the Bankruptcy Code, and marshaling, <br />and the approval of a "credit bid," in each case, for the benefit of the Pre -Petition Secured Parties <br />or (y) any changes or modifications to the rights or reservations of the Specified Lenders in any <br />64 <br />