Common use of Carve Out Reserves Clause in Contracts

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] for application in accordance with the [Prepetition Financing Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order or in any [Prepetition Financing Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt].

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] CoCom to the Debtors with a copy to counsel to the Creditors’ Committee (if any) (the “Termination Declaration Date”), the Carve Out Trigger Notice Debtors shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, the The Debtors shall utilize all remaining also deposit and hold cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the PostPost Carve-Carve Out Trigger Notice Cap in a segregated account in trust to pay such Allowed Professional Fees benefiting from the Post Carve-Out Trigger Notice Cap (the “PostPost Carve-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the PostPost Carve-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Prepetition Facility Agents for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Facility Secured Parties”], unless the [Prepetition Debt] has Facility Obligations (including, to the extent required pursuant to this Interim Order or the Final Order, any amounts owed on account of the adequate protection granted to the Prepetition Facility Secured Parties pursuant to this Interim Order and the Final Order) have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the PostPost Carve-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Post Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Prepetition Facility Agents for the benefit of the [Prepetition Facility Secured Parties], unless the [Prepetition Debt] has Facility Secured Obligations (including, to the extent required pursuant to this Interim Order or the Final Order, any amounts owed on account of the adequate protection granted to the Prepetition Facility Secured Parties pursuant to this Interim Order and the Final Order) have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentationFacility Documents, the “Prepetition Financing Documents”)]this Interim Order, or this [Final/Interim] the Final Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]7, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]7, prior to making any payments to the [Notes Collateral Agent] Prepetition Facility Agents or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Facility Documents] , this Interim Order, or this [Final/Interim] the Final Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] Prepetition Facility Agents shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] Prepetition Facility Agents for application in accordance with the [Prepetition Financing Documents]Facility Documents and this Interim Order or the Final Order. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, Out and (iiiii) in no way shall the Initial Budget, Budget, Carve Out, PostPost Carve-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order herein or in any [the Final Order, or in the Prepetition Financing Facility Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], including the Cash Collateral, the Adequate Protection Liens, and the 507(b) ClaimAdequate Protection Superpriority Claims, and any and all other forms of adequate protection, liens, liens or claims securing the [Prepetition Debt]Facility Obligations.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent (at the direction of the Required DIP Lenders) to the Debtors Debtors, with a copy to counsel to the Creditors’ Committee and the other parties entitled to receipt thereof under paragraph 28(a) (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for DIP Loans under the DIP Commitment (on a pro rata basis based on the then outstanding DIP Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees plus reasonably estimated fees not yet allowed for the period through and including the Termination Declaration Date (any such amounts actually advanced shall constitute DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional FeesFees plus reasonably estimated fees not yet allowed for the period through and including the Termination Declaration Date. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for DIP Loans under the DIP Commitment (on a pro rata basis based on the then outstanding DIP Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute DIP Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent (at the direction of the Required DIP Lenders) gives such notice to such Lenders (as defined in the DIP Credit Agreement), notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for DIP Loans under the DIP Facility, any termination of the DIP Commitments following an Event of Default, or the occurrence of the Maturity Date, each DIP Lender with an outstanding DIP Commitment (on a pro rata basis based on the then outstanding DIP Commitments) shall make available to the DIP Agent such DIP Lender’s pro rata share with respect to such borrowing in accordance with the DIP Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, full in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause clauses (iv) and (v) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, full in cashcash and all DIP Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], DIP Documents or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]28, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]28, prior to making any payments to the [Notes Collateral Agent] DIP Agent or any of the Debtors’ creditorsPrepetition Secured Parties, as applicable; provided that if, following delivery of a Carve Out Trigger Notice and any reallocation of amounts in the Carve Out Reserves pursuant to the immediately preceding clause, either of the Carve Out Reserves is funded in an amount that does not cover actually incurred Allowed Professional Fees up to the Pre-Carve Out Trigger Notice Cap and the Post-Carve Out Trigger Notice Cap, as applicable, then such Carve Out Reserves will be funded in an amount that will be equal to the value of actually incurred Allowed Professional Fees up to the Pre-Carve Out Trigger Notice Cap and the Post-Carve Out Trigger Notice Cap, as applicable, as soon as practicable but no later than two (2) business days following discovery of such shortfall by the Debtors. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Documents or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agent and the Prepetition Agents/Trustee shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing Documents]DIP Documents and this Interim Order. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) DIP Loans or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, DIP Budget, Carve Out, Pre-Carve Out Trigger Notice Cap, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Interim Order, the other DIP Documents, or in any [Prepetition Financing Documents]Credit Document, the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Facility, and to the Adequate Protection Liens, the DIP Superpriority Claims, and the 507(b) ClaimClaims, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations or the Prepetition Debt]Secured Indebtedness.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for [Revolving/Delayed Draw Term] Loans under the [Revolving/Delayed Draw Term] Loan Commitment (each, as defined in the [DIP Credit Agreement]) (on a pro rata basis based on the then outstanding [Revolving/Delayed Draw Term] Loan Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute [Revolving/Delayed Draw Term] Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for [Revolving/Delayed Draw Term] Loans under the [Revolving/Delayed Draw Term] Loan Commitment (on a pro rata basis based on the then outstanding [Revolving/Delayed Draw Term] Loan Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute [Revolving/Delayed Draw Term] Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the third business day after the DIP Agent gives such notice to such [Revolving/Delayed Draw Term] Lenders (as defined in the DIP Credit Agreement), notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for [Revolving/Delayed Draw Term] Loans under the [Revolving/Delayed Draw Term] Facility, any termination of the [Revolving/Delayed Draw Term] Loan Commitments following an Event of Default, or the occurrence of the Maturity Date, each [Revolving/Delayed Draw Term] Lender with an outstanding Commitment (on a pro rata basis based on the then outstanding Commitments) shall make available to the DIP Agent such [Revolving/Delayed Draw Term] Lender’s pro rata share with respect to such borrowing in accordance with the [Revolving/Delayed Draw Term] Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral DIP Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition DebtDIP Obligations] has have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors [Prepetition Secured Creditors] in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral DIP Agent] for the benefit of the [Prepetition Secured PartiesDIP Lenders], unless the [Prepetition DebtDIP Obligations] has have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors [Prepetition Secured Creditors] in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing DIP Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●•], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●•], prior to making any payments to the [Notes Collateral DIP Agent] or any of the Debtors’ creditors[Prepetition Secured Creditors], as applicable. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, nothing herein shall require the [DIP Lenders] to advance or fund DIP Loans in an aggregate amount greater than $[*****], after taking into account any DIP Loans previously advanced and any netted fees or original issue discount or other premiums payable to the [DIP Lenders]. Notwithstanding anything to the contrary in the [Prepetition Financing DIP Documents] or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral DIP Agent] and the [Prepetition Secured Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a fully perfected, non-avoidable security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral DIP Agent] for application in accordance with the [Prepetition Financing DIP Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing DocumentsDIP Credit Agreement]) or increase or reduce the [Prepetition DebtDIP Obligations], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Order, the DIP Facility, or in any [Prepetition Financing DocumentsSecured Facilities], the Carve Out shall be senior to all liens and claims securing the [Prepetition CollateralDIP Facility], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations] or the [Prepetition DebtSecured Obligations].

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for Revolving DIP Loans under the Revolving DIP Loan Commitment (on a pro rata basis based on the then outstanding Revolving DIP Loan Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute Revolving DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for Revolving DIP Loans under the Revolving DIP Loan Commitment (on a pro rata basis based on the then outstanding Revolving DIP Loan Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute Revolving DIP Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent gives such notice to such DIP Lenders, notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for Revolving DIP Loans under the Revolving DIP Facility, any termination of the Revolving DIP Loan Commitments following an Event of Default, or the occurrence of the Maturity Date, each New Money DIP Lender with an outstanding Revolving DIP Loan Commitment (on a pro rata basis based on the then outstanding Revolving DIP Loan Commitments) shall make available to the DIP Agent such New Money DIP Lender’s pro rata share with respect to such borrowing in accordance with the Revolving DIP Facility; provided that the New Money DIP Lenders shall have no requirement to fund the Carve-Out Reserves in excess of any remaining borrowing availability under the DIP Loan Documents. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Revolving DIP Loan Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors [Prepetition Secured Creditors] in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Revolving DIP Loan Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors [Prepetition Secured Creditors] in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term DIP Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the DIP Agent or the [Notes Collateral Agent] or any of the Debtors’ creditorsPrepetition Secured Creditors], as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Loan Documents or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agent and the Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Loan Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) Revolving DIP Loans or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Order, the DIP Facility, or in any [Prepetition Financing DocumentsSecured Facilities], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Obligations, the DIP Hxxxxx, the Adequate Protection Liens, and the 507(b) ClaimObligations, and any and all other forms of adequate protection, liens, or claims securing the DIP Facility, or the [Prepetition DebtSecured Obligations].

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for New DIP Loans under the New Money Commitment (each, as defined in the DIP Credit Agreement) (on a pro rata basis based on the then outstanding New Money Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute New Money Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for New Money Loans under the New Money Commitment (on a pro rata basis based on the then outstanding New Money Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute New Money Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent gives such notice to such Lenders (as defined in the DIP Credit Agreement), notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for New Money Loans under the DIP Facility Documents, any termination of the New Money Commitments following an Event of Default, or the occurrence of the Maturity Date, each Lender with an outstanding New Money Commitments (on a pro rata basis based on the then outstanding New Money Commitments) shall make available to the DIP Agent such Lender’s pro rata share with respect to such borrowing in accordance with the DIP Facility Documents. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all New Money Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all New Money Loan Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing DIP Facility Documents”)], or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●5(b)], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●5(b)], prior to making any payments to the [Notes Collateral Agent] DIP Agent or any of the Debtors’ creditorsPrepetition Secured Parties, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Facility Documents or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agent and the Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Facility Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) New Money Loans or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Approved Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Interim Order, the DIP Facility, or in any [the Prepetition Financing Documents]Facility, the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Facility, the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations or the Prepetition Debt]Secured Obligations.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for [Delayed Draw Term] Loans under the [Delayed Draw Term] Loan Commitment (each, as defined in the DIP Credit Agreement) (on a pro rata basis based on the then outstanding [Delayed Draw Term] Loan Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute [Delayed Draw Term] Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for [Delayed Draw Term] Loans under the [Delayed Draw Term] Loan Commitment (on a pro rata basis based on the then outstanding [Delayed Draw Term] Loan Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute [Delayed Draw Term] Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent gives such notice to such [Delayed Draw Term] Lenders (as defined in the DIP Credit Agreement), notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for [Delayed Draw Term] Loans under the [Delayed Draw Term] Facility, any termination of the [Delayed Draw Term] Loan Commitments following an Event of Default, or the occurrence of the Maturity Date (as defined in the DIP Credit Agreement), each [Delayed Draw Term] Lender with an outstanding Commitment (on a pro rata basis based on the then outstanding Commitments) shall make available to the DIP Agent such [Delayed Draw Term] Lender’s pro rata share with respect to such borrowing in accordance with the [Delayed Draw Term] Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing DIP Documents”)], or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] DIP Agent or any of the Debtors’ creditorsPrepetition Secured Parties, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Documents or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral DIP Agent] , and the Prepetition Agents/Trustees shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]DIP Credit Agreement) or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Interim Order, the DIP Facility, or in any [Prepetition Financing Documents]Secured Facilities, the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Facility, the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations or the Prepetition Secured Debt].

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] Prepetition Agent (acting at the direction of the Required Lenders) to the Debtors with a copy to counsel to the Creditors’ Committee (if any) (the “Termination Carve Out Trigger Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve segregated account of the Debtors not subject to the control of the Prepetition Secured Parties (the “Carve Out Account”) with cash in an amount equal to the then unpaid amounts of the Allowed Professional FeesFees of Professional Persons. The Debtors shall deposit and hold such amounts in a segregated account the Carve Out Account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Carve Out Trigger Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve the Carve Out Account in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in the Carve Out Account in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve PostCarve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to paying any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in ; provided that the remaining Carve Out Reserves, with any excess paid if any, after all Allowed Professional Fees that are subject to the [Notes Carve Out have been paid in full pursuant to a final order, constitute Cash Collateral Agent] for application in accordance with of the [Prepetition Financing Documents]Secured Parties. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, Out and (iiiii) in no way shall the Initial Budget, Approved Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Account, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Interim Order or in any [Prepetition Financing Loan Documents], (x) funds transferred to the Carve Out Account shall not be subject to any liens or claims granted to the Prepetition Secured Parties and shall not constitute Cash Collateral, Adequate Protection Collateral or Prepetition Debtor Collateral and (y) the Carve Out shall be senior to all liens and claims securing the [Adequate Protection Obligations, Prepetition Collateral], Secured Obligations and the Adequate Protection LiensSuperpriority Claims, and the 507(b) Claim, and as well as any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt]Secured Obligations; provided that the amounts remaining in the Carve Out Account, if any, after all Allowed Professional Fees that are subject to the Carve Out have been paid in full pursuant to a final order, constitute Cash Collateral of the Prepetition Secured Parties (subject to the terms of, and priorities under, this Interim Order and the Prepetition Loan Documents).

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for DIP Loan under the DIP Loan Commitment (each, as defined in the DIP Credit Agreement) (on a pro rata basis based on the then outstanding DIP Loan Commitments), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the PreCarve Out Trigger Notice shall also (i) be deemed a request by the Debtors for DIP Loans under the DIP Loan Commitment (on a pro rata basis based on the then outstanding DIP Loan Commitments), in an amount equal to the Post-Carve Out Trigger Notice Reserve, Cap (any such amounts actually advanced shall constitute DIP Loans) and (ii) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent gives such notice to such DIP Lenders (as defined in the DIP Credit Agreement), notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for DIP Loans under the DIP Facility, any termination of the DIP Loan Commitments following an Event of Default, or the occurrence of the Maturity Date, each DIP Lender with an outstanding Commitment (on a pro rata basis based on the then outstanding Commitments) shall make available to the DIP Agent such DIP Lender’s pro rata share with respect to such borrowing in accordance with the DIP Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ prepetition creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ prepetition creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing DIP Documents”)], or this [Final/Interim] DIP Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]1, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]1, prior to making any payments to the [Notes Collateral Agent] DIP Agent or any of the Debtors’ prepetition creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Documents or this [Final/Interim] DIP Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agent and the Debtors’ prepetition creditors shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] DIP Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] Loans (as defined in the [Prepetition Financing Documents]DIP Credit Agreement) or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] DIP Order or in any [Prepetition Financing Documents]the DIP Facility, the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, DIP Facility and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt]DIP Obligations or any prepetition secured obligations.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (if any) (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for New Money Loans under the Final DIP Tranche (each, as defined in the DIP Loan Documents) (on a pro rata basis based on the then outstanding DIP Loans), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at or in the name of the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also (i) be deemed a request by the Debtors for New Money Loans under the Final DIP Tranche (on a pro rata basis based on the then outstanding DIP Loans), in an amount equal to the Post‑Carve Out Trigger Notice Cap (any such amounts actually advanced shall constitute DIP Loans) and (ii) constitute a demand to the Debtors to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post‑Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at or in the name of the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Post‑Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent gives such notice to such DIP Lenders (as defined in the DIP Loan Documents), notwithstanding anything in the DIP Loan Documents to the contrary, including with respect to the existence of a Default (as defined in the DIP Loan Documents) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for borrowing of New Money Loans under the Final DIP Tranche under the DIP Facility, any termination of the DIP Facility following an Event of Default, or the occurrence of the Maturity Date, each DIP Lender (on a pro rata basis based on the then outstanding DIP Loans) shall make available to the DIP Agent such DIP Lender’s pro rata share with respect to such borrowing in accordance with the DIP Loan Documents. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Pre‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all DIP Loans have been terminated, in which case any such excess shall be paid to the Debtors’ creditors holders of Term Obligations and Second Lien Obligations in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Post‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for the benefit of the [Prepetition Secured Parties]DIP Lenders, unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all DIP Loans have been terminated, in which case any such excess shall be paid to the Debtors’ creditors holders of Term Obligations and Second Lien Obligations in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term DIP Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one either of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] DIP Agent or any the holders of the Debtors’ creditorsTerm Obligations and Second Lien Obligations, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Loan Documents or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral DIP Agent] , the Term Agent, and the Second Lien Trustee shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Loan Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] DIP Loans (as defined in the [Prepetition Financing DIP Loan Documents]) or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Order, the DIP Facility, or in any [Prepetition Financing Documents]the Term Facility or Second Lien Notes, the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Facility, the Term Facility Adequate Protection LiensClaims, and the 507(b) ClaimSecond Lien Adequate Protection Claims, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt]DIP Obligations, the Term Obligations, or the Second Lien Obligations.

Carve Out Reserves. On the day on which The Debtors shall establish and fund a Carve Out Trigger Notice is given by the [Secured Notes Trustee] to the Debtors with a copy to counsel to the Creditors’ Committee segregated account (the “Termination Declaration DateFunded Reserve Account”)) for purposes of funding the Carve Out. The Funded Reserve Account will be funded first from the [DIP Proceeds Account], then from the DIP Priority Collateral. Notwithstanding anything to the contrary in this Order, the Carve Out Trigger Notice shall constitute a demand to DIP Documents, or the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration DatePrepetition Loan Documents, after funding the Pre-Carve Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through in no circumstances (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but notwhich, for the avoidance of doubt, includes, but is not limited to, an Event of Default or a termination of the DIP Credit Agreement or DIP Loan Documents) shall the Debtors be prohibited in any way from accessing or drawing upon the [DIP Proceeds Account] for the purpose of funding the Funded Reserve Account, and (ii) the [DIP Proceeds Account] shall not be ABL Priority Collateral or Prepetition ABL Collateral. Upon entry of this Order, the Debtors will deposit into the Funded Reserve Account an amount equal to the aggregate amount of Allowed Professional Fees projected to accrue from entry of this Order through June 30, 2020 (the “Initial Funded Reserve Amount”), which, for the avoidance of doubt, shall not include the Post-Carve Out Trigger Notice Cap. Commencing July 1, until paid 2020 (or the first business day thereafter), on the first business day of each month, the Debtors shall deposit in fullthe Funded Reserve Account an amount equal to the aggregate amount of Allowed Professional Fees (excluding restructuring, sale, financing, or other success fees) projected to accrue for the following month in the Budget plus twenty percent of such aggregate amount of Allowed Professional Fees in the following month in the Budget (the “Monthly Funded Reserve Amount”). Each Professional Person may deliver to the Debtors a good-faith estimate of the cumulative total amount of unreimbursed fees and expenses incurred in the preceding month (each such statement, a “Fee Statement”), and then, to the extent the Pre-amount of Allowed Professional Fees accrued and claimed in a Fee Statement exceeds the Initial Funded Reserve Amount or the Monthly Funded Reserve Amount for the applicable period or month, respectively, and such fees and expenses have otherwise not been paid by the Debtors, the Debtors shall, within one business day, fund additional amounts into the Funded Reserve Account equal to the difference between, as applicable, the Initial Funded Reserve Amount or the Monthly Funded Reserve Amount and the amount accrued and claimed in the applicable Fee Statement (each, a “Top Off Amount”). At any time, if the Debtors in good faith believe a restructuring, sale, financing, or other success fee has been earned by a Professional Person and is then due and payable, the Debtors shall deposit in the Funded Reserve Account an amount equal to such fee. Upon entry of the Order, the Debtors shall deposit into the Funded Reserve Account an amount equal to (i) the Post Carve Out Trigger Notice Cap plus (ii) the amounts contemplated under (b)(i) and (ii) above. The Funded Reserve has not been reduced to zeroAccount shall be maintained, to pay and the [Notes Collateral Agent] funds therein (the “Funded Reserve Amount”) shall be held in trust for the benefit of Professional Persons. Any and all amounts in the [Prepetition Secured Noteholders and Funded Reserve Account shall not be subject to any cash sweep and/or foreclosure provisions in the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights Documents or DIP Loan Documents and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of neither the [Prepetition Secured Parties], unless ] nor the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess DIP Secured Parties shall be paid entitled to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything sweep or foreclose on such amounts notwithstanding any provision to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] OrderDIP Loan Documents. Notwithstanding the foregoing, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] for application in accordance with the [Prepetition Financing Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order or in any [Prepetition Financing Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protectionpayments to Professional Persons allowed by the Court (excluding restructuring, lienssale, financing, or claims securing other success fees) shall be paid first from the [Prepetition Debt]Funded Reserve Account.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Facility Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional FeesFees and (ii) only if such cash on hand is insufficient, be deemed a draw request and notice of borrowing by the Debtors for DIP Loans (as defined in the DIP Loan Documents) under the commitments under the DIP Facility (on a pro rata basis based on the then outstanding commitments under the DIP Facility), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Loans). The Debtors shall deposit and hold such amounts in a segregated account at the DIP Facility Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also (i) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap and (ii) only if such cash on hand is insufficient be deemed a request by the “Post-Carve Out Trigger Notice Reserve” and, together with Debtors for DIP Loans under the Pre-Carve Out Trigger Notice Reserve, commitments under the “Carve Out Reserves”) prior to any and all other claims. All funds in DIP Facility (on a pro rata basis based on the Pre-Carve Out Trigger Notice Reserve shall be used first to pay then outstanding commitments under the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”DIP Facility), but not, for the avoidance of doubt, in an amount equal to the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case Cap (any such excess amounts actually advanced shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”constitute DIP Loans), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] for application in accordance with the [Prepetition Financing Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order or in any [Prepetition Financing Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt].

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] Collateral Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap (the “Post-Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] Indebtedness has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Agent for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] Indebtedness has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Credit Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)]First Lien Indenture, or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]8(b), then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]8(b), prior to making any payments to the [Notes Collateral Agent] Agent or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] Credit Agreement and First Lien Indenture or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] Agent for application in accordance with the [Prepetition Financing DocumentsCredit Agreement and First Lien Notes Indenture]. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] Loans (as defined in the [Prepetition Financing Documents]) Credit Agreement), Obligations (as defined in the First Lien Indenture), or increase or reduce the [Prepetition Debt]Indebtedness, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the [Initial Budget, Budget], Carve Out, Post-Carve Out Trigger Notice Cap, or Carve Out Reserves, or any of the foregoing Reserves be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Interim Order or in any [Prepetition Financing Credit Agreement Documents or First Lien Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) ClaimClaims, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt]Indebtedness.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given delivered by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (if appointed) (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for Loans (as defined in the DIP Credit Agreement) under the DIP Term Loan Facility (on a pro rata basis based on the then outstanding Commitments (as defined in the DIP Credit Agreement)), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also (i) be deemed a request by the Debtors for Loans under the DIP Term Loan Facility (on a pro rata basis based on the then outstanding Commitments), in an amount equal to the Post‑Carve Out Trigger Notice Cap (any such amounts actually advanced shall constitute Loans) and (ii) also constitute a demand to the Debtors to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post‑Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Carve Post‑Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. On the first business day after the DIP Agent delivers the Carve Out Trigger Notice, notwithstanding anything in the DIP Credit Agreement to the contrary, including with respect to the existence of a Default (as defined in the DIP Credit Agreement) or Event of Default, the failure of the Debtors to satisfy any or all of the conditions precedent for Loans under the DIP Term Loan Facility, any termination of the Commitments following an Event of Default, or the occurrence of the Maturity Date, each DIP Lender with an outstanding Commitment (on a pro rata basis based on the then outstanding Commitments) shall make available to the DIP Agent such DIP Lender’s pro rata share with respect to such borrowing in accordance with the DIP Term Loan Facility. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Pre‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for its own benefit and the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition DIP Secured Parties”], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Post‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] DIP Agent for its own benefit and the benefit of the [Prepetition DIP Secured Parties], unless the [Prepetition Debt] has DIP Obligations have been indefeasibly paid in full, in cash, and all Commitments have been terminated, in which case any such excess shall be paid to the Debtors’ creditors Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [DIP Documents, Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]6(b), then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Post‑Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]6(b), prior to making any payments to the [Notes Collateral Agent] DIP Agent or any of the Debtors’ creditorsPrepetition Secured Parties, as applicable. Notwithstanding anything to the contrary in the [DIP Documents, Prepetition Financing Loan Documents] , or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agent and the Prepetition Agents shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but the DIP Liens (on a first priority basis) and the Adequate Protection Liens (on a second priority basis) shall have a security interest in attach to any residual interest in the Carve Out Reserves (provided that the DIP Liens shall not attach to any residual interest in the Carve Out Reserves with respect to any Prepetition Collateral held in the Carve Out Reserves) (and such liens shall be automatically valid and perfected), with any excess paid to the [Notes Collateral Agent] DIP Agent for application in accordance with the [Prepetition Financing DIP Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] Loans (as defined in the [Prepetition Financing Documents]DIP Credit Agreement) or increase or reduce the [Prepetition Debt]DIP Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, BudgetApproved Budget (as defined in the DIP Credit Agreement), Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Interim Order, the DIP Documents, or in any [Prepetition Financing Loan Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Term Loan Facility, the Prepetition Credit Facility Liens, the Credit Facility Adequate Protection Liens, and the Credit Facility 507(b) ClaimClaims, and any and all other forms of adequate protection, liens, or claims securing the [DIP Obligations or the Prepetition Credit Facility Debt]. Notwithstanding anything in this Interim Order, in no event shall (i) the aggregate principal amount of the Loans available under the DIP Credit Agreement or pursuant to this Interim Order (after giving effect to all amounts requested, and including, for the avoidance of doubt, any funding of the Carve Out Reserves and any Loans repaid prior to the date of determination) exceed the total Commitments, or (ii) the aggregate principal amount of the Loans from any Lender to, or for the benefit of, the Borrower exceed such Lender’s Commitment.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] Prepetition Agent to the Debtors with a copy to the U.S. Trustee and counsel to the any Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap (the “Post-Carve Post‑Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Pre‑Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Pre‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Prepetition Agent for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition First Lien Secured Parties”], unless the [Prepetition Debt] has First Lien Credit Agreement Secured Obligations have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Post‑Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] Prepetition Agent for the benefit of the [Prepetition First Lien Secured Parties], unless the [Prepetition Debt] has First Lien Credit Agreement Secured Obligations have been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ prepetition secured creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentationDocuments, the “Prepetition Financing Documents”)]Interim Order, or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●]9(b), then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]9(b), prior to making any payments to the [Notes Collateral Agent] Prepetition Agent or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Loan Documents] , the Interim Order, or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] Prepetition Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] Prepetition Agent for application in accordance with the [Prepetition Financing Loan Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase constitute, increase, or reduce the [Prepetition Debt]First Lien Credit Agreement Secured Obligations, (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Approved Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in the Interim Order, this [Final/Interim] Order Interim Order, or in any [the Prepetition Financing Loan Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]First Lien Credit Agreement Secured Obligations, the Adequate Protection Liens, and the 507(b) ClaimSuperpriority Claims, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt]First Lien Credit Agreement Secured Obligations.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] to the Debtors with a copy to counsel to the Creditors’ Committee delivered (the “Termination Declaration Date”), the Carve Out Trigger Notice shall constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of (A) the Allowed Professional FeesFees of Debtor Professionals, (B) the Allowed Professional Fees of the Committee Professionals (solely in the event the Restructuring Support Agreement has been terminated, subject to the DIP Budget), and (C) the obligations accrued as of the Termination Declaration Date with respect to clauses (i) and (ii) of the definition of Carve Out set forth in paragraph 11(a) (the “Additional Carve Out Obligations”). The Debtors shall deposit and hold such amounts in a segregated account in a manner reasonably acceptable to the DIP Revolving Agent, the Required DIP Revolving Lenders and Required DIP Term Lenders in trust to pay such then unpaid Allowed Professional Fees and Additional Carve Out Obligations (the “Pre-Carve Out Trigger Notice Reserve”) prior to the use of such reserve to pay any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap (the “Post-Carve Post‑Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to the use of such reserve to pay any and all other claims. All funds in the Pre-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above in paragraph 11(a) (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Pre‑Carve Out Trigger Notice Reserve has not been reduced to zero, subject to the terms of this Interim Order (including, without limitation, paragraph 12 hereof), to pay any other amounts (if owing) benefitted by the [Notes Collateral Agent] Carve Out and then to the DIP Revolving Agent for the benefit of the [Prepetition Secured Noteholders itself and the Prepetition Term Loan Lenders, collectively, DIP Revolving Lenders in accordance with the “Prepetition Secured Parties”]terms of this Interim Order and the DIP Documents, unless the [Prepetition Debt] DIP Revolving Obligations (other than contingent indemnification obligations as to which no claim has been asserted) have been indefeasibly paid in full, in cash, and all commitments under the DIP Revolving Facility have been terminated (the “Discharge of DIP Revolving Obligations”), in which case any such excess shall be paid to the Debtors’ creditors DIP Term Agent and Prepetition First Lien Agents (in accordance with the Postpetition Pari Passu Intercreditor Agreement) for the benefit of themselves and the DIP Term Lenders and the Prepetition First Lien Lenders in accordance with their rights and priorities as of provided in the Petition DateDIP Term Loan Credit Agreement, the Prepetition Credit Documents, the Prepetition First Lien Lenders’ Agreement, the Postpetition Pari Passu Intercreditor Agreement and this Interim Order. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Post‑Carve Out Trigger Notice Reserve has not been reduced to zero, subject to the terms of this Interim Order (including, without limitation, paragraph 12 hereof), to pay the [Notes Collateral Agent] DIP Revolving Agent for the benefit of itself and the [Prepetition Secured Parties]DIP Revolving Lenders in accordance with the terms of this Interim Order and the DIP Documents, unless the [Prepetition Debt] has been indefeasibly paid in full, in cashDischarge of the DIP Revolving Obligations shall have occurred, in which case any such excess shall be paid to the Debtors’ creditors DIP Term Agent and Prepetition First Lien Agents (in accordance with the Postpetition Pari Passu Intercreditor Agreement) for the benefit of themselves and the DIP Term Lenders and the Prepetition First Lien Lenders in accordance with their rights and priorities as of provided in the Petition DateDIP Term Loan Credit Agreement, the Prepetition Credit Documents, the Prepetition First Lien Lenders’ Agreement, the Postpetition Pari Passu Intercreditor Agreement and this Interim Order. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], DIP Documents or this [Final/Interim] Interim Order, if either of the Carve Out Reserves is are not funded in full in the amounts set forth in this paragraph [●]11, then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●]11, prior to making any payments to the [Notes Collateral Agent] DIP Agents or any of the Debtors’ creditorsPrepetition Secured Parties, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] DIP Documents or this [Final/Interim] Interim Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] DIP Agents and the Prepetition First Lien Agents, as applicable (in accordance with the terms of the Interim Order, the DIP Credit Agreements and the Postpetition Pari Passu Intercreditor Agreement), shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a valid and perfected security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] DIP Revolving Agent for application the benefit of itself and the DIP Revolving Lenders in accordance with the [terms of this Interim Order and the DIP Documents, unless the Discharge of DIP Revolving Obligations shall have occurred, in which case any such excess shall be paid to the DIP Term Agent and Prepetition Financing First Lien Agents (in accordance with the Postpetition Pari Passu Intercreditor Agreement) for the benefit of themselves and the DIP Term Lenders and the Prepetition First Lien Lenders in accordance with their rights and priorities as provided in the DIP Term Loan Credit Agreement, the Prepetition Credit Documents], the Prepetition First Lien Lenders’ Agreement, the Postpetition Pari Passu Intercreditor Agreement and this Interim Order. Further, notwithstanding anything to the contrary in this [Final/Interim] Interim Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt]DIP Obligations, or constitute additional DIP Loans (unless, for the avoidance of doubt, additional DIP Loans are used to fund the Carve Out Reserves), (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, DIP Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Cap or the Carve Out Reserves, Reserves or any of the foregoing foregoing, be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order Interim Order, the DIP Documents or in any [Prepetition Financing Credit Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral]DIP Facilities, the Adequate Protection Liens, Obligations and the 507(b) ClaimPrepetition Secured Obligations, and any and all other forms of adequate protection, liens, liens or claims securing the [DIP Obligations or the Prepetition Debt]Secured Obligations.

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) be deemed a draw request and notice of borrowing by the Debtors for DIP Loans under the unused commitments under the DIP Facility (on a pro rata basis based on the then outstanding unused commitments under the DIP Facility), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Loans) and (ii) also constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional Fees. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also (i) be deemed a request by the Debtors for DIP Loans under the unused commitments under the DIP Facility (on a pro rata basis based on the then outstanding unused commitments under the DIP Facility), in an amount equal to the Post Carve Out Trigger Notice Cap (any such amounts actually advanced shall constitute DIP Loans) and (ii) constitute a demand to the Debtors to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post Carve Out Trigger Notice Cap. The Debtors shall deposit and hold such amounts in a segregated account at the DIP Agent in trust to pay such Allowed Professional Fees benefiting from the Post-Carve Out Trigger Notice Cap (the “Post-Post Carve Out Trigger Notice Reserve” and, together with the Pre-Carve Out Trigger Notice Reserve, the “Carve Out Reserves”) prior to any and all other claims. All funds in On the Pre-Carve Out Trigger Notice Reserve shall be used first business day after the DIP Agent gives such notice to pay the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”), but not, for the avoidance of doubt, the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan such DIP Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] for application in accordance with the [Prepetition Financing Documents]. Further, notwithstanding anything in the DIP Loan Documents to the contrary in this [Final/Interim] Ordercontrary, (i) disbursements by including with respect to the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] existence of a Default (as defined in the [Prepetition Financing DIP Loan Documents]) or increase Event of Default (as defined hereunder or reduce the [Prepetition Debt]DIP Loan Documents), (ii) the failure of the Carve Out Reserves Debtors to satisfy in full the Allowed Professional Fees shall not affect the priority any or all of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order or in any [Prepetition Financing Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt].conditions

Carve Out Reserves. On the day on which a Carve Out Trigger Notice is given by the [Secured Notes Trustee] DIP Facility Administrative Agent to the Debtors with a copy to counsel to the Creditors’ Committee (the “Termination Declaration Date”), the Carve Out Trigger Notice shall (i) constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed Professional FeesFees and (ii) only if such cash on hand is insufficient, be deemed a draw request and notice of borrowing by the Debtors for DIP Loans (as defined in the DIP Loan Documents) under the commitments under the DIP Facility (on a pro rata basis based on the then outstanding commitments under the DIP Facility), in an amount equal to the then unpaid amounts of the Allowed Professional Fees (any such amounts actually advanced shall constitute DIP Loans). The Debtors shall deposit and hold such amounts in a segregated account at the DIP Facility Administrative Agent in trust to pay such then unpaid Allowed Professional Fees (the “Pre-Carve Out Trigger Notice Reserve”) prior to any and all other claims. On the Termination Declaration Date, after funding the Pre-Carve Out Trigger Notice Reserve, shall also (i) constitute a demand to the Debtors shall to utilize all remaining cash on hand as of such date and any available cash thereafter held by any Debtor Debtor, after funding the Pre-Carve Out Trigger Notice Reserve, to fund a reserve in an amount equal to the Post-Carve Out Trigger Notice Cap and (ii) only if such cash on hand is insufficient be deemed a request by the “Post-Carve Out Trigger Notice Reserve” and, together with Debtors for DIP Loans under the Pre-Carve Out Trigger Notice Reserve, commitments under the “Carve Out Reserves”) prior to any and all other claims. All funds in DIP Facility (on a pro rata basis based on the Pre-Carve Out Trigger Notice Reserve shall be used first to pay then outstanding commitments under the obligations set forth in clauses (i) through (iii) of the definition of Carve Out set forth above (the “Pre-Carve Out Amounts”DIP Facility), but not, for the avoidance of doubt, in an amount equal to the Post-Carve Out Trigger Notice Cap, until paid in full, and then, to the extent the Pre-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Noteholders and the Prepetition Term Loan Lenders, collectively, the “Prepetition Secured Parties”], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case Cap (any such excess amounts actually advanced shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. All funds in the Post-Carve Out Trigger Notice Reserve shall be used first to pay the obligations set forth in clause (iv) of the definition of Carve Out set forth above (the “Post-Carve Out Amounts”constitute DIP Loans), and then, to the extent the Post-Carve Out Trigger Notice Reserve has not been reduced to zero, to pay the [Notes Collateral Agent] for the benefit of the [Prepetition Secured Parties], unless the [Prepetition Debt] has been indefeasibly paid in full, in cash, in which case any such excess shall be paid to the Debtors’ creditors in accordance with their rights and priorities as of the Petition Date. Notwithstanding anything to the contrary in the [Prepetition Term Loan Agreement and Secured Notes Indenture (together with all related documentation, the “Prepetition Financing Documents”)], or this [Final/Interim] Order, if either of the Carve Out Reserves is not funded in full in the amounts set forth in this paragraph [●], then, any excess funds in one of the Carve Out Reserves following the payment of the Pre-Carve Out Amounts and Post-Carve Out Amounts, respectively, shall be used to fund the other Carve Out Reserve, up to the applicable amount set forth in this paragraph [●], prior to making any payments to the [Notes Collateral Agent] or any of the Debtors’ creditors, as applicable. Notwithstanding anything to the contrary in the [Prepetition Financing Documents] or this [Final/Interim] Order, following delivery of a Carve Out Trigger Notice, the [Notes Collateral Agent] shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve Out Reserves have been fully funded, but shall have a security interest in any residual interest in the Carve Out Reserves, with any excess paid to the [Notes Collateral Agent] for application in accordance with the [Prepetition Financing Documents]. Further, notwithstanding anything to the contrary in this [Final/Interim] Order, (i) disbursements by the Debtors from the Carve Out Reserves shall not constitute [Secured Notes/Term Loans] (as defined in the [Prepetition Financing Documents]) or increase or reduce the [Prepetition Debt], (ii) the failure of the Carve Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the priority of the Carve Out, and (iii) in no way shall the Initial Budget, Budget, Carve Out, Post-Carve Out Trigger Notice Cap, Carve Out Reserves, or any of the foregoing be construed as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the Debtors. For the avoidance of doubt and notwithstanding anything to the contrary in this [Final/Interim] Order or in any [Prepetition Financing Documents], the Carve Out shall be senior to all liens and claims securing the [Prepetition Collateral], the Adequate Protection Liens, and the 507(b) Claim, and any and all other forms of adequate protection, liens, or claims securing the [Prepetition Debt].