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sem a M ii a IMMM %W- D.a .i:C LAM: :.: j GW.i:C LAM: 1/.:1 `1.M, U D -
<br />(iii) the non-refundable and, upon entry of the Interim Order,
<br />irrevocable payment to the DIP Agents and/or the DIP Lenders, as the case may be, of all
<br />fees, whether paid pursuant to the Interim Order or this Final Order, including, without
<br />limitation, any origination fees, exit fees, prepayment fees, agency fees, administrative
<br />agents' fees, and collateral agents' fees, (which fees, in each case, were, and were
<br />deemed to have been, approved upon entry of the Interim Order, and which fees shall not
<br />be subject to any challenge, contest, attack, rejection, recoupment, reduction, defense,
<br />counterclaim, offset, subordination, recharacterization, avoidance or other claim, cause of
<br />action or other challenge of any nature under the Bankruptcy Code, under applicable non -
<br />bankruptcy law or otherwise) and any amounts due (or that may become due) in respect
<br />of the indemnification obligations, in each case referred to in the DIP Credit Agreement
<br />(and in any separate letter agreements between any or all Credit Parties, on the one hand,
<br />and any of the DIP Agents and/or DIP Lenders, on the other, in connection with the DIP
<br />Financing) and the costs and expenses as may be due from time to time, including,
<br />without limitation, fees and expenses of the following professionals retained by the DIP
<br />Agents and/or DIP Lenders, whether incurred before or after the Petition Date: (i)
<br />Stroock & Stroock & Lavan LLP ("Stroock"), counsel to the DIP Agents, (ii) one local
<br />bankruptcy counsel to the DIP Agent in the Southern District of Ohio (which may be the
<br />same local counsel to the DIP Lenders, as noted below), and, solely to the extent
<br />necessary to enforce rights and remedies under the DIP Documents, one counsel to the
<br />DIP Agent in each local jurisdiction, in each case which counsel may be the same as
<br />counsel representing the DIP Lenders in such capacity, (iii) Stroock, counsel to the DIP
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<br />NY 78179867
<br />4844-7341-8439.2
<br />NY 78179867
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