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<br />Prepetition Secured Parties on account of any and all of their respective claims arising under the
<br />applicable Prepetition Credit Documents and hereunder (each, a "Master Proof of Claim"),
<br />which shall be deemed asserted against each of the Debtors. Upon the filing of a Master Proof of
<br />Claim, insofar as deemed asserted against each of the Debtors, the Prepetition Agent and the
<br />Prepetition Secured Parties, and each of their respective successors and assigns, as applicable,
<br />shall be deemed to have filed a proof of claim in the amount set forth opposite its time therein in
<br />respect of its claims (which names may be redacted in the publicly filed version of the Master
<br />Proof of Claim) against each of the Debtors of any type or nature whatsoever with respect to the
<br />applicable Prepetition Credit Documents, and the claim of each Prepetition Secured Party (and
<br />each of its respective successors and assigns), named in a Master Proof of Claim shall be treated
<br />as if such entity had filed a separate proof of claim in each of these Chapter I I Cases. The
<br />Master Proofs of Claim shall not be required to identify whether any Prepetition Secured Party
<br />acquired its claim from another party and the identity of any such party or to be amended to
<br />reflect a change in the holders of the claims set forth therein or a reallocation among such
<br />holders of the claims asserted therein resulting from the transfer of all or any portion of such
<br />claims. The provisions of this paragraph 34 and each Master Proof of Claim are intended solely
<br />for the purpose of administrative convenience and shall not affect the right of each Prepetition
<br />Secured Party (or its successors in interest) to vote separately on any plan proposed in these
<br />Chapter 11 Cases. The Master Proofs of Claim shall not be required to attach any instruments,
<br />agreements or other documents evidencing the obligations owing by each of the Debtors to the
<br />applicable Prepetition Secured Parties, which instruments, agreements or other documents will
<br />be provided upon written request to counsel to the Prepetition Agent.
<br />liel
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<br />way be construed or interpreted to impose or allow the imposition upon any DIP Secured Party
<br />or any Prepetition Secured Party of any liability for any claims arising from the prepetition or
<br />postpetition activities of the Credit Parties in the operation of their businesses, or in connection
<br />with their restructuring efforts.
<br />34. Limitation of Liability. In determining to make any loan or other extension of
<br />credit under the DIP Credit Agreement, to permit the use of Cash Collateral or in exercising any
<br />rights or remedies as and when permitted pursuant to this Final Order or the DIP Documents,
<br />none of the DIP Secured Parties, or the Prepetition Secured Parties shall (i) he deemed to be in
<br />"control" of the operations or participating in the management of the Debtors; (ii) owe any
<br />fiduciary duty to the Debtors, their respective creditors, shareholders or estates; or (iii) be
<br />deemed to be acting as a "Responsible Person" or "Owner" or "Operator" with respect to the
<br />operation or management of the Debtors (as such terms or similar terms are used in the United
<br />States Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§
<br />9601, et seq., as amended, or any similar federal or state statute).
<br />35. Effectiveness. This Final Order shall constitute findings of fact and conclusions of
<br />law16 and shall take effect and be fully enforceable more pro tune to the Petition Date
<br />immediately upon entry hereof. Notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h),
<br />6006(d), 7062, or 9014 of the Bankruptcy Rules, or any Local Bankruptcy Rule, or Rule 62(a) of
<br />the Federal Rules of Civil Procedure, this Final Order shall be immediately effective and
<br />enforceable upon its entry and there shall be no stay of execution or effectiveness of this Final
<br />Order.
<br />16 Findings of fact shall be construed as conclusions of law, and conclusions of law shall be cunstroed as
<br />findings of fact, pursuant to Banlwptcy Rule 7052.
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<br />31. Final Order Governs. In the event of any inconsistency between the provisions of
<br />the Final Order, the DIP Documents or any other order entered by this Court, the provisions of
<br />this Final Order shall govern. Notwithstanding anything to the contrary in any other order
<br />entered by this Court, any payment made pursuant to, or authorization contained in, any other
<br />order entered by this Court shall be consistent with and subject to the requirements set forth in
<br />this Final Order and the DIP Documents, including, without limitation, the Approved Cash Flow
<br />Forecast (subject to permitted variances).
<br />32. Binding Effect; Successors and Assigns. Subject only to paragraph 27, the DIP
<br />Documents and the provisions of this Final Order, including all findings herein, shall he binding
<br />upon all parties in interest in these Chapter I I Cases, including, without limitation, the DIP
<br />Secured Parties, the Prepetition Secured Parties, the Creditors' Committee, and the Debtors and
<br />their respective successors and assigns (including any chapter 7 or chapter I I trustee hereinafter
<br />appointed or elected for the estate of any of the Debtors, an examiner appointed pursuant to
<br />section 1104 of the Bankruptcy Code, or any other fiduciary appointed as a legal representative
<br />of any of the Debtors or with respect to the property of the estate of any of the Debtors) and shall
<br />more to the benefit of the DIP Secured Parties, the Prepetition Secured Parties and the Debtors
<br />and their respective successors and assigns; provided, that the DIP Secured Parties and the
<br />Prepetition Secured Parties shall have no obligation to permit the use of the Prepetition Collateral
<br />(including Cash Collateral) by, or to extend any financing to, any chapter 7 trustee, chapter 11
<br />trustee or similar responsible person appointed for the estates of the Debtors.
<br />33. Exculpation. Nothing in this Final Order, the DIP Documents, the existing
<br />agreements or any other documents related to the transactions contemplated hereby shall in any
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<br />36. Modification of DIP Documents and Approved Cash Flow Forecast. The Credit
<br />Parties are hereby authorized, without further order of this Court, to enter into agreements with
<br />the DIP Secured Parties providing for any consensual non -material modifications to the
<br />Approved Cash Flow Forecast or the DIP Documents, or of any other modifications to the DIP
<br />Documents necessary to conform the terms of the DIP Documents to this Final Order, in each
<br />case consistent with the amendment provisions of the DIP Documents, and shall provide
<br />contemporaneous notice of such modification to the Creditors' Committee.
<br />37. Headings. Section headings used herein are for convenience only and ate not to
<br />affect the construction of or to be taken into consideration in interpreting this Final Order.
<br />38. Payments Held in Trust Except as expressly permitted in this Final Order or the
<br />DIP Documents, in the event that any person or entity receives any payment on account of a
<br />security interest in Prepetition Collateral or DIP Collateral, receives any DIP Collateral or any
<br />proceeds of DIP Collateral or receives any other payment with respect thereto from any other
<br />source prior to payment in full of all DIP Obligations under the DIP Documents and termination
<br />of the DIP Commitments in accordance with the DIP Documents, such person or entity shall be
<br />deemed to have received, and shall hold, any such payment or proceeds of Collateral in trust for
<br />the benefit of the DIP Secured Parties (as applicable based on the specific asset at issue) and
<br />shall immediately turn over such proceeds to any DIP Agent, or as otherwise instructed by this
<br />Court, for application to the DIP Obligations in accordance with the DIP Documents and this
<br />Final Order.
<br />39. Credit Bidding. Subject to paragraph 27(a)(i) hereof, unless otherwise ordered by
<br />the Court and notwithstanding anything contained herein to the contrary, (a) the DIP Collateral
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