Common use of Carve-Out Clause in Contracts

Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Carve-Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ any Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of day on which a Carve Carve-Out Trigger Notice (as defined below), whether allowed ) is given by the Court prior DIP Agent to or after delivery of the Debtors with a Carve copy to counsel to the Committee (the day on which a Carve-Out Trigger NoticeNotice is so given, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 2,750,000 incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger NoticeNotice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts amount set forth in this clause (iv) being the “PostCarve-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve Carve-Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent to the DebtorsDebtors and their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to the Creditors’ any Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the DebtorsCarve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ right enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the [Secured Notes Trustee (acting at DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the direction aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the requisite [Prepetition Secured Noteholders])], stating that any party’s right to object to any fees of the Post-Carve Out Trigger Notice Cap has been invokedProfessional Persons.

Carve-Out. Notwithstanding anything to the contrary in this Interim DIP Order, any DIP Documents, or any other order of the Court, all of the DIP Liens, the DIP Superpriority Claim, the Adequate Protection Liens, and the Adequate Protection Claim shall be subject only to the payment of the Carve Out as and only to the extent set forth in this Interim DIP Order. As used in this [Final/Interim] Interim DIP Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses expenses, other than any restructuring, sale, success, or other transaction fee of any investment bankers or financial advisors of the Debtors or any committee4 (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any official Committee appointed in the Creditors’ Committee (if any) Chapter 11 Cases pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 2,750,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, 4 Any fee due and payable to a Professional Person that is employed as an investment banker or otherwise (financial advisor arising from the amounts consummation of any transaction shall be payable only to the extent allowed by the Court and as and to the extent set forth in this clause (iv) being such Professional Person’s engagement letter, and solely from the “Post-Carve Out Trigger Notice Cap”). For purposes proceeds received by the Debtors resulting from the consummation of such transaction, free and clear of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination liens of the Debtors’ right to use Cash Collateral by DIP Agent and the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invokedDIP Lenders.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 500,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent, acting at the direction of the Required Lenders under and as defined in the Loan Documents, or the Pre-Petition Agent, acting at the direction of the Required Lenders under and as defined in the Pre-Petition Loan Agreement, as applicable, to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default, and upon acceleration of the DIP Obligations under the DIP Facility or termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]Collateral, as applicable, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. (a) As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons Persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent (at the direction of the Required DIP Lenders) of a Carve Out Trigger Notice (as defined below)Notice, whether allowed by the Court prior to or after delivery of a Carve Out Trigger NoticeNotice (the amounts set forth in clauses (i) through (iii), the “Pre-Carve Out Trigger Notice Cap”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 3,000,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent (at the direction of the Required DIP Lenders) of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise otherwise, and (the v) all amounts set forth required to be paid to PJT Partners LP on account of any fees earned in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoingconnection with any Restructuring and/or Capital Raise under and as defined in that certain engagement letter between, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to inter alia, PJT Partners LP and the Debtors, their lead restructuring counseldated as of June 7, the U.S. Trustee2023, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee incurred at any time (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.whether before or

Carve-Out. (a) As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate pursuant to 31 U.S.C. § 3717 (without regard to the notice set forth in (iii) below) (collectively, the “Statutory Fees”), which Statutory Fees shall not be subject to any budget; (ii) all reasonable fees fees, costs, and expenses up to $[●] 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed by the Court at any time, whether by interim or final compensation order, procedural order, or otherwise, all unpaid fees fees, costs, and expenses of the Debtors or any Committee (collectively, the “Allowed Professional Fees”) earned, accrued or incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (collectively, the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (collectively, the “Committee Professionals,” and, and together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day (1st) Business Day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger NoticeNotice and without regard to whether such Allowed Professional Fees are included in or provided for in the Approved Budget or when invoiced (the aggregate amounts set forth in clauses (i) through (iii) above, the “Pre-Carve Out Trigger Notice Amounts”); and (iv) Allowed Professional Fees of Professional Persons (excluding any restructuring, sale, financing, success, or other transaction fee of any investment bankers or financial advisors) in an aggregate amount not to exceed $[●] 650,000 incurred after the first business day (1st) Business Day following the date of delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger NoticeNotice in accordance with sub- paragraph (b) below (such date, the “Trigger Date”), to the extent allowed by the Court at any time, whether by interim or final compensation order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●50,000] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 1,000,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, counsel to the Ad Hoc Noteholder Group, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default (as defined in the DIP Credit Agreement) and upon termination acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes TrusteeDIP Agent] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 7.5 million incurred after the first business day following delivery by the [Secured Notes TrusteeDIP Agent] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes TrusteeDIP Agent] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default and upon termination acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used Notwithstanding anything to the contrary in this [Final/Interim] OrderAgreement, Lender's security interest in the Collateral shall be subject to a carve out (the "Carve Out") for the sum of allowed administrative expenses in the Case payable pursuant to 28 U.S.C. Section 1930(a)(6) and Priority Professional Expenses (as defined below) in the Case. "Priority Professional Expenses" means allowed fees, costs and reasonable expenses allowed or permitted pursuant to Sections 330 and 331 of the Bankruptcy Code, exclusive of prepetition retainers, of: (a) Fox Rothschild, LLP, general counsel for the Borrower, up to the amount of $150,000.00; (b) Smith, Stratton, Wise, Xxxxx & Xxxxxxx, LLP, special counsel to the Borrower, up to the amount of $75,000.00; (c) PricewaterhouseCoopers, Borrower's accountant, up to the amount of $50,000.00; (d) Broadband Capital Management, Borrower's financial advisor, in an amount up to $100,000.00 and (e) any professionals retained by any official creditors committee in the Case that may be appointed in this Case up the amount of $25,000.00, provided, however, Priority Professional Expenses shall not include any fees or expenses (collectively the "Ineligible Professional Fees") incurred by any such professional in preventing, hindering or delaying the Lender or the Prepetition Secured Lenders from enforcing or realizing upon any of their collateral once an Event of Default has occurred, using or seeking to use cash collateral or selling any collateral subject to the liens of the Prepetition Secured Lenders or the Lender without the prior written consent of the Prepetition Secured Lender or the Lender objecting to or contesting in any manner, or raising any defenses to, the “validity, extent, amount, perfection, priority or enforceability of the Prepetition Secured Obligations the Liens securing, or purporting to secure, the Prepetition Secured Obligations, any Prepetition Secured Loan Documents, any Obligations, and Liens securing, or purporting to secure, any Obligations or any Loan Documents or any other rights or interest of the Prepetition Secured Lenders and the Lender, or in asserting any claims or causes of action, including any actions under Chapter 5 or Section 724(a) of the Bankruptcy Code, or for equitable subordination, against the Lender or the Prepetition Secured Lenders. The exclusion of the Ineligible Professional Fees from Priority Professional Expenses shall not include fees and expenses related to the investigation of the extent, validity and priority of the Prepetition Secured Obligations and Liens, the investigation of claims or causes of action against the Prepetition Secured Lenders, or litigation respecting whether an Event of Default has occurred. However, if after payment of any of the above-amounts from the Collateral or unencumbered assets are received by the Borrower, including its bankruptcy estate, such funds shall be used to replenish the amount of the proceeds of such Collateral used for such payments included in the Carve Out” means Out to the sum extent such payments result in a diminution in value of the Lender in the Collateral or leaves the Lender undersecured or, if applicable, further undersecured. Any such payment will be referred to in this Agreement as a "Carve Out Replenishment". Nothing herein shall be construed as consent to the allowance of any Priority Professional Expenses or shall effect the rights of the Lender or the Prepetition Secured Lenders to object to the allowance in payment of such expenses. Any payments made to any of the professionals pursuant to the Approved Budget and permitted to be paid under Sections 330 and 331 of the Bankruptcy Code or otherwise pursuant to an order of the Bankruptcy Court shall reduce the respective Priority Professional Expenses allocated to each such professional. Notwithstanding the expiration of the Term or the termination of the Lender's obligation to make Advances to the Debtor pursuant to the Loan Agreement, Lender shall nevertheless continue to make Advances under the Loan Agreement for the purposes of (i) all fees required to be paid funding the Carve Out (or any unpaid portion of the Carve Out) but only to the Clerk extent amounts covered by the Carve Out have been incurred, and not paid, whether or not applied for or allowed prior to the termination of the Court Lender's obligation to make advances under the Loan Agreement and to the Office of the United States Trustee under section 1930(a(ii) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice funding any expenses set forth in the Approved Budget which have been incurred but not paid prior to the termination of the Lender's obligation to make Advances under the Loan Agreement. Upon the expiration of the Term or the termination of the Lender's obligation (iiithe "Termination Date") below); to make advances to the Debtor pursuant to the Loan Agreement, the Lender shall have no obligation to fund any Professional Fee Expenses incurred after the Termination Date except to the extent (i) of an aggregate of $25,000 for all professionals covered by the Carve Out and (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of such Professional Fee Expenses are within the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a individual Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts limits set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.Section 4.6

Carve-Out. As used Upon the occurrence of the earlier of (the “Carve-Out Event”) (i) an Event of Default (as such term is defined in this [Final/Interim] Orderthe DIP Agreement) and continuance thereof and (ii) the Maturity Date (as defined in the Credit Agreement), to the extent unencumbered funds are not available to pay administrative expenses in full, the DIP Liens, DIP Superpriority Claims, Prepetition Superpriority Claims, Adequate Protection Liens, and Prepetition Liens, shall be subject to the payment of (x) the aggregate amount of any budgeted and unpaid fees, costs and expenses that were accrued or incurred prior to the Carve-Out Event by the professionals retained by the Debtors or any professionals retained by any official unsecured creditors’ committee (the “Committee”) (collectively, the “Carve Out” means Professionals”) to the sum extent allowed by an order of this Court, plus (iy) all those fees, costs and expenses incurred by Professionals after the Carve-Out Event and subsequently allowed by order of this Court and in compliance with the DIP Budget in an amount not to exceed $250,000 in the aggregate, plus (z) fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code 28 U.S.C. § 1930 (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional PersonsCarve-Out”) at ); providedfurther that following a Carve-Out Event any time before or amounts paid to Professionals by any means will reduce the Carve-Out on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Noticedollar-for-dollar basis; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] provided, further, that no portion of the Carve Out Trigger NoticeCarve-Out, DIP Facility, DIP Collateral, Prepetition Collateral or Cash Collateral shall include, apply to, or be available for any fees, costs or expenses incurred by any party, including the Debtors or the Committee, in connection with (i) the initiation or prosecution of any claims, causes of action, adversary proceedings, or other litigation against any of the Secured Lending Entities, including, without limitation, (a) challenging the amount, validity, extent, perfection, priority, or enforceability of, or asserting any defense, counterclaim, or offset to the extent allowed at any timeDIP Obligations, whether by interim order, procedural order, DIP Superpriority Claims or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes security interests and liens of the foregoingDIP Agent or DIP Lenders in respect thereof, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic meansb) by challenging the [Secured Notes Trustee] to the Debtorsamount, their lead restructuring counselvalidity, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.extent,

Carve-Out. As used Notwithstanding anything to the contrary in this [Final/Interim] OrderAgreement, Lender's security interest in the Collateral shall be subject to a carve out (the "Carve Out") for the sum of allowed administrative expenses in the Case payable pursuant to 28 U.S.C. ss. 1930(a)(6) and Priority Professional Expenses (as defined below) in the Case. "Priority Professional Expenses" means allowed fees, costs and reasonable expenses allowed or permitted pursuant to Sections 330 and 331 of the Bankruptcy Code, exclusive of prepetition retainers, of: (a) Fox Rothschild, LLP, general counsel for the Borrower, up to the amount of $150,000.00; (b) Smith, Stratton, Wise, Heher & Brennan, LLP, specixx xxunsxx xx xhe Borrower, up to the amount of $75,000.00; (c) PricewaterhouseCoopers, Borrower's accountant, up to the amount of $50,000.00; (d) Broadband Capital Management, Borrower's financial advisor, in an amount up to $100,000.00 and (e) any professionals retained by any official creditors committee in the Case that may be appointed in this Case up the amount of $25,000.00, provided, however, Priority Professional Expenses shall not include any fees or expenses (collectively the "Ineligible Professional Fees") incurred by any such professional in preventing, hindering or delaying the Lender or the Prepetition Secured Lenders from enforcing or realizing upon any of their collateral once an Event of Default has occurred, using or seeking to use cash collateral or selling any collateral subject to the liens of the Prepetition Secured Lenders or the Lender without the prior written consent of the Prepetition Secured Lender or the Lender objecting to or contesting in any manner, or raising any defenses to, the “validity, extent, amount, perfection, priority or enforceability of the Prepetition Secured Obligations the Liens securing, or purporting to secure, the Prepetition Secured Obligations, any Prepetition Secured Loan Documents, any Obligations, and Liens securing, or purporting to secure, any Obligations or any Loan Documents or any other rights or interest of the Prepetition Secured Lenders and the Lender, or in asserting any claims or causes of action, including any actions under Chapter 5 or Section 724(a) of the Bankruptcy Code, or for equitable subordination, against the Lender or the Prepetition Secured Lenders. The exclusion of the Ineligible Professional Fees from Priority Professional Expenses shall not include fees and expenses related to the investigation of the extent, validity and priority of the Prepetition Secured Obligations and Liens, the investigation of claims or causes of action against the Prepetition Secured Lenders, or litigation respecting whether an Event of Default has occurred. However, if after payment of any of the above-amounts from the Collateral or unencumbered assets are received by the Borrower, including its bankruptcy estate, such funds shall be used to replenish the amount of the proceeds of such Collateral used for such payments included in the Carve Out” means Out to the sum extent such payments result in a diminution in value of the Lender in the Collateral or leaves the Lender undersecured or, if applicable, further undersecured. Any such payment will be referred to in this Agreement as a "Carve Out Replenishment". Nothing herein shall be construed as consent to the allowance of any Priority Professional Expenses or shall effect the rights of the Lender or the Prepetition Secured Lenders to object to the allowance in payment of such expenses. Any payments made to any of the professionals pursuant to the Approved Budget and permitted to be paid under Sections 330 and 331 of the Bankruptcy Code or otherwise pursuant to an order of the Bankruptcy Court shall reduce the respective Priority Professional Expenses allocated to each such professional. Notwithstanding the expiration of the Term or the termination of the Lender's obligation to make Advances to the Debtor pursuant to the Loan Agreement, Lender shall nevertheless continue to make Advances under the Loan Agreement for the purposes of (i) all fees required to be paid funding the Carve Out (or any unpaid portion of the Carve Out) but only to the Clerk extent amounts covered by the Carve Out have been incurred, and not paid, whether or not applied for or allowed prior to the termination of the Court Lender's obligation to make advances under the Loan Agreement and to the Office of the United States Trustee under section 1930(a(ii) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice funding any expenses set forth in the Approved Budget which have been incurred but not paid prior to the termination of the Lender's obligation to make Advances under the Loan Agreement. Upon the expiration of the Term or the termination of the Lender's obligation (iiithe "Termination Date") below); to make advances to the Debtor pursuant to the Loan Agreement, the Lender shall have no obligation to fund any Professional Fee Expenses incurred after the Termination Date except to the extent (i) of an aggregate of $25,000 for all professionals covered by the Carve Out and (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of such Professional Fee Expenses are within the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a individual Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts limits set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.Section 4.6

Carve-Out. As used Notwithstanding anything to the contrary contained herein or in the DIP Credit Documents, the DIP Collateral, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Claims, and the Adequate Protection Liens shall be subject to the payment of the Carve-Out. For the avoidance of doubt, if at any time the Carve-Out is not adequately funded in accordance with the provisions of this [Final/Interim] Interim Order, upon a realization against the Carve-Out, the unpaid portion of the Carve-Out shall be funded out of the DIP Collateral having priority over the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Claims, and the Adequate Protection Liens. For purposes of this Interim Order, the “Carve Out” means Carve-Out”6 shall mean, collectively, the sum total of (i) all fees required to be paid to the Clerk clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at and 31 U.S.C. §3717 in an amount agreed upon by the statutory rate (without regard to U.S. Trustee or ordered by the notice set forth in (iii) below); Court, (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the 6 For purposes of the Carve-Out, references to the DIP Budget for Professional Fees shall mean the accrual fee schedule with the header “Xxxxx’x Roadhouse, Inc., Professional Payments,” which is annexed to the DIP Budget, as amended in accordance with the DIP Loan Documents. Bankruptcy Code (without regard in an amount not to the notice set forth in exceed $50,000 (iii) below); (iii) to the extent allowed all fees, costs, disbursements, charges and expenses incurred at any time, whether by interim order, procedural ordertime before the Carve-Out Trigger Date (as defined below) that are provided for in the DIP Budget, or otherwiseany monthly or success or transaction fees payable to estate professionals that are provided for in the DIP Budget, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred in each case, by persons or firms retained by the Debtors or the Committee whose retention is approved by this Court pursuant to section sections 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (collectively, the “Committee Professionals,” andand the fees, together with the Debtor costs and expenses of Professionals, the “Professional PersonsFees”) ), to the extent such Professional Fees are allowed by this Court at any time (whether before or on after the first business day following delivery by the [Secured Notes Trustee] of a Carve Carve-Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of Date) on a Carve Out Trigger Noticefinal basis; and (iv) Allowed all Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] that are consistent with the DIP Budget and incurred on and after the first business day following delivery by the [Secured Notes Trustee] of the Carve Carve-Out Trigger Notice, to the extent Date by Professionals and allowed by this Court at any time, whether before or after the Carve-Out Trigger Date, whether by interim order, procedural orderorder or otherwise; provided, that, the payment of any Professional Fees of the Professionals (but excluding fees and expenses of third party professionals employed by individual members of the Committee) incurred on or otherwise after the Carve-Out Trigger Date and allowed by the Court at any time, whether before or after the Carve-Out Trigger Date, on a final basis, shall not exceed $500,000 in the aggregate (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Professional Expense Cap”). For purposes ; provided, further, that (A) any payments actually made in respect of Professional Fees incurred on or after the foregoing, “Carve Carve-Out Trigger Notice” Date in accordance with the Budget and allowed by this Court at any time, whether before or after the Carve-Out Trigger Date, on a final basis, shall mean reduce the Professional Expense Cap on a written notice delivered by email dollar-for-dollar basis; (B) any success or other electronic means) transaction fees that may become due and payable to Professionals employed by the [Secured Notes Trustee] Debtors shall not be included in or subject the Professional Expense Cap and the payment of such fees shall not reduce the Professional Expense Cap pursuant to the Debtorsprior clause (A); and (C) for the avoidance of doubt, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.so

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee for Region 2 (the “U.S. Trustee”) under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000.00 incurred by a trustee under Bankruptcy Code section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any timeallowed, whether by interim order, procedural order, order or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section Bankruptcy Code sections 327, 328, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and an official committee of unsecured creditors (the “Creditors’ Committee (if anyCommittee”) pursuant to section Bankruptcy Code sections 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined belowherein), whether allowed by the Court prior to or after delivery of a Carve Out Trigger NoticeNotice and, solely in the event the Restructuring Support Agreement has been terminated, subject to the cumulative amount set forth for such expenses in the DIP Budget for such period; and (iv) Allowed Professional Fees of Professional Persons Persons, in an aggregate amount not to exceed $[●] 2,500,000, incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any timeallowed, whether by interim order, procedural orderorder or otherwise, but excluding any “success fee” or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Noticetransaction fee” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] payable to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the ’ or Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.’s

Carve-Out. As used in this [Final/Interim] DIP Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 300,000.00 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 20,000,000.00 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination an Event of Default or acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 500,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent, acting at the direction of the Required Lenders under and as defined in the Loan Documents, or the Pre-Petition Agent, acting at the direction of the Required Lenders under and as defined in the Pre-Petition Loan Agreement, as applicable, to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default and upon acceleration of the DIP Obligations under the DIP Facility or termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]Collateral, as applicable, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] OrderFollowing the occurrence and during the continuation of a --------- Default or Event of Default, the “Lenders' Liens on the Collateral and the Lenders' administrative expense claim under Section 364(c)(1) of the Bankruptcy Code shall be subject to a prior claim (the "Carve Out” means ") for (a) the unpaid --------- professional fees and expenses allowed in the Chapter 11 Case under Sections 330 or 331 of the Bankruptcy Code in an amount (determined without regard to fees and expenses paid on an interim basis) equal to the sum (the "Professionals' -------------- Carve Out Amount") of (i) all fees required to be paid to $250,000, plus (ii)(A) $500,000, multiplied by (B) the Clerk ---------------- ---- ---------- -- number of months elapsed since the later of the Court commencement of the Chapter 11 Case and the end of the most recent period in respect of which Borrower shall have paid any allowed professional fees and expenses pursuant to approved fee application(s), and (b) fees payable to the Office of the United States Trustee under section 1930(apursuant to 28 U.S.C. (S) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii1930(a)(6) below); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 sum of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause Sections 2.8(a) and (ivb) hereof being referred to as the “Post-"Carve Out Trigger Notice Cap”Amount"); -------- ------ --- ---------------- provided, however, that the Carve Out Amount shall not be paid from amounts on -------- ------- deposit in the Cash Collateral Account. For purposes So long as no Default or Event of Default has occurred and is continuing, Borrower shall be permitted to pay the professional fees and expenses allowed in the Chapter 11 Case under Sections 330 or 331 of the foregoingBankruptcy Code, “as the same may be due and payable, and the same shall not reduce the Carve Out Trigger Notice” Amount and shall mean a written notice delivered by email (or other electronic means) by not be subject to disgorgement; provided, however, that nothing contained -------- ------- in this Section 2.8 shall require the [Secured Notes Trustee] Lenders to make Advances to Borrower ----------- subsequent to the Debtors, their lead restructuring counseloccurrence of an Event of Default or to the extent that Lenders would not otherwise be obligated to make such Advance under Section 2.1 ----------- hereof. Notwithstanding any other provision of this Agreement, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Professionals' Carve Out Trigger Notice Cap has been invokedAmount shall not exceed $2,500,000.

Carve-Out. As used in this [Final/Interim] Second Interim Order, the “Carve "Carve-Out” means " means, at any time of determination, the sum of (ia) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and allowed administrative expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors payable pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”28 U.S.C. Section 1930(a)(6) and the Creditors’ Committee (if anyb) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Priority Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice Expenses (as defined below), whether subject to the Priority Expense Cap (as defined below). "Priority Professional Expenses" means allowed fees, costs and reasonable expenses of professionals retained by the Court prior Debtors and the official committee of unsecured creditors (the "Committee") or any official committee of noteholders in the Chapter 11 Cases pursuant to or after delivery sections 327 and 1103 of a Carve Out Trigger Notice; the Bankruptcy Code, but shall not include fees, costs and expenses of third-party professionals employed by the members of the Committee. "Priority Expense Cap" means upon the occurrence of the Termination Declaration Date, all unpaid Priority Professional Expenses (ivincluding holdbacks) Allowed Professional Fees of Professional Persons in up to an aggregate amount not of $2,000,000. With respect to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (ivb) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoingabove, “Carve Out Trigger Notice” Priority Professional Expenses shall mean a written notice delivered not include fees or expenses incurred by email (or other electronic means) by the [Secured Notes Trustee] to any Person, including the Debtors, their lead restructuring counselthe Committee or any committee of noteholders, in (i) preventing, hindering or delaying the Lenders', the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and DIP Agents' or SCTSC's enforcement or realization upon termination any of the Debtors’ right DIP Collateral, Receivables Collateral or Commodities Collateral once an Event of Default has occurred, (ii) using or seeking to use Cash Collateral or selling DIP Collateral, Receivables Collateral or Commodities Collateral without the DIP Agents' and SCTSC's consent, except as authorized herein, (iii) incurring indebtedness without the DIP Agents' and SCTSC's consent, (iv) objecting to or contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority or enforceability of the Prepetition Indebtedness or the DIP Obligations or any mortgages, liens or security interests with respect thereto or any other rights or interests of the DIP Agents, the Lenders and SCTSC, or in asserting any claims or causes of action, including, without limitation, any Avoidance Actions or requests for equitable subordination, against the DIP Agents, the Lenders, SCTSC, the Prepetition Agent or the Prepetition Lenders, (v) objecting to or contesting in any manner, or raising any defenses to, the validity, or enforceability of the SCTSC Purchase Agreements or the amounts due SCTSC thereunder, or (vi) investigating the validity, enforceability, extent, perfection and priority of the Prepetition Liens or the validity or enforceability of the SCTSC Purchase Agreements if another Person has already commenced or conducted an investigation of claims, causes of action and equitable theories for relief against the Prepetition Agent, the Prepetition Lenders of SCTSC, and claims and causes of action challenging the validity, enforceability, extent, perfection and priority of the Prepetition Liens or the liens on the Commodities Collateral and the Receivables Collateral. The exclusion from Priority Professional Expenses shall not include the first $75,000 in expenses incurred by the [Secured Notes Trustee Debtors (acting at or an authorized substitute for the direction Debtors if the Debtors are for some reason unable to conduct an investigation) in conducting an investigation within 30 days following the Petition Date, of claims, causes of action or theories for litigation regarding (a) the validity, enforceability, perfection or priority of the requisite [Prepetition Secured Noteholders])]Liens in the Prepetition Collateral, stating (b) the validity, allowability, priority, status or amount of the Prepetition Indebtedness or (c) the validity and enforceability of the SCTSC Purchase Agreements; provided, however, that any expenses in excess of $75,000, or any expenses incurred by a Person in conducting such an investigation when one has already been conducted or is ongoing shall be excluded from Priority Professional Expenses. The Carve-Out shall not apply to the Post-Carve Out Trigger Notice Cap has been invokedliens securing the SCTSC Purchase Agreements, the Receivables Collateral and the Commodities Collateral.

Carve-Out. As used in For purposes of this [Final/Interim] Interim Order, the “Carve Out” means the sum of of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees costs, fees, and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) (but excluding any success or completion fees) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Facility Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 3,750,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Facility Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Facility Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default (as defined in the DIP Loan Documents) and upon termination acceleration of the Debtors’ right to use Cash Collateral by obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Order, The superiority claim of Lender and --------- post-petition Liens granted to Lender under Section 364 of the “Carve Code and the protections and priorities provided to Lender under Bankruptcy Code Section 507(b) are subject only to the following (the "Carve-Out” means the sum of "): (i) all in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, claims for the payment of unpaid professional fees and disbursements incurred by the Borrower and any statutory committees appointed in this case for professionals retained pursuant to Bankruptcy Code Sections 327 or 1102, as may be allowed pursuant to Bankruptcy Code Sections 330 and 331, up to a maximum of $1,250,000 (the "Professional Carve-Out"); and (B) fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) 28 U.S.C. Section 1930 (the "UST Fees"); provided, however, that the Carve-Out will not be available to -------- ------- pay Professional Fees and disbursements incurred in connection with presenting any claims or causes of title 28 action against Lender and/or challenging any Lien of the United States Code plus interest at the statutory rate (without regard Lender with respect to the notice set forth in (iii) below); (ii) all reasonable fees Obligations. Notwithstanding the foregoing, so long as a Default or Event of Default shall not have occurred and be continuing, the Borrower shall be permitted to pay compensation and reimbursement of expenses up to $[●] incurred by a trustee allowed and payable under section 726(b) Sections 330 and 331 of the Bankruptcy Code (without regard to Code, as the notice set forth in (iii) below); (iii) to same may be due and payable, provided that any such payment shall reduce the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invokeddollar for dollar.

Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●*****] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●*****] incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default and upon termination acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] OrderAll Liens and the Superpriority Claims granted herein, and any other liens, claims, or interest of any person, shall be subject and subordinate to the Carve-Out. “Carve Carve-Out” means shall mean the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at Code, together with the statutory rate of interest (without regard to the notice set forth in (iiiii) below, and without regard to any Rolling Budget); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of upon the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) Commitment Termination Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees fees, costs, and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors Debtor pursuant to section 327, 328, or 363 of the Bankruptcy Code (or any statutory committee appointed in the “Debtor Professionals”) and the Creditors’ Committee (if any) Chapter 11 Case pursuant to section 328 or 1103 1102 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional Persons”) at any time ), whether such fees were incurred before or on the first business day following date of delivery by the [Secured Notes Trustee] Parties of a Carve Carve-Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Carve-Out Trigger NoticeNotice (the “Pre-Trigger Date Fees”); and (iviii) Allowed after the date of delivery of the Carve-Out Trigger Notice (the “Trigger Date”), to the extent incurred after the Trigger Date, the payment of Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise 1,500,000 (the amounts amount set forth in this clause (iviii) being the “PostPost Carve-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Carve-Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] Parties to the DebtorsDebtor, their its lead restructuring counsel, the U.S. Trustee, and lead counsel to for the Creditors’ Committee, which notice may be delivered following upon the occurrence and during the continuation of a [Commitment Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]Date under this Interim Order, stating that the PostPost Carve-Carve Out Trigger Notice Cap has been invoked. The ability of any party to object to the fees, expenses, reimbursement, or compensation described above shall not be impaired by the terms of the Carve-Out. For the avoidance of doubt, subject to clause (i) of this paragraph 15, only Professional Persons shall be entitled to payment from the funds constituting the Carve-Out, provided that the Secured Parties shall be entitled to assert an interest in the funds constituting the Carve-Out after payment of the fees and expenses of Professional Person that are payable from the Carve-Out and allowed on a final basis by the Court and paid in full.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default and upon termination acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. a. As used in this [Final/Interim] Interim Order, the term “Carve Out” means the sum sum, without duplication, of the following: (i) all the unpaid fees required payable to be paid to the Clerk of the Court and to the Office of the United States Trustee under section and Clerk of the Bankruptcy Court pursuant to Section 1930(a) of title Title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in clause (iii) below); (ii) all reasonable fees and expenses up to an aggregate amount of $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) subject in all respects to the Approved Budget, to the extent allowed at any timetime by order of this Court, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Estate Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (collectively, the “Debtor Professionals”), including any transaction fee(s) for the Debtors’ financial advisor and reasonable fees and costs for the Debtors’ board of directors, and the Creditors’ Committee (if any) appointed in the Chapter 11 Cases pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals,” and, together with the Debtor Professionals, the “Professional Persons”) ), which fees and expenses were incurred at any time before or on the first business day following delivery by the [Secured Notes Trustee] Prepetition First Lien Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the order of this Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Estate Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 500,000 (plus, solely with respect to the Debtor Professionals, any unused retainers held by the Debtor Professionals, for fees and expenses incurred after such date) incurred after the first business day following delivery by the [Secured Notes Trustee] Prepetition First Lien Agent of the Carve Out Trigger Notice, to the extent allowed at any timetime by order of this Court, whether by interim order, procedural order, or otherwise (the amounts amount set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes ; and (v) subject in all respects to the Approved Budget, all unpaid allowed administrative expenses incurred at any time before or on the first business day following delivery by the Prepetition First Lien Agent of the foregoing, “a Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] OrderThe Obligors’ obligations to the DIP Lenders and the liens, security interests and superpriority claims granted herein and/or under the DIP Documents, including the DIP Liens and the Adequate Protection Obligations, as well as the Prepetition Liens and any other liens, claims or interest of any person, shall be subject and subordinate to the Carve-Out. “Carve Carve-Out” means shall mean the sum of (i) all fees required to be paid to the Clerk clerk of the Bankruptcy Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses of up to $[●] 25,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, order or otherwise, all unpaid fees fees, costs and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) or any statutory committee appointed in these cases pursuant to section 328 or 1103 1102 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional Persons”) at any time before or on the first business day Business Day following delivery by the [Secured Notes Trustee] DIP Agent of a Carve Carve-Out Trigger Notice (as defined below), whether allowed by the Bankruptcy Court prior to or after delivery of a Carve Carve-Out Trigger NoticeNotice (the “Pre-Trigger Date Fees”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day Business Day following delivery by the [Secured Notes Trustee] DIP Agent of the Carve Carve- Out Trigger NoticeNotice (the “Trigger Date”), to the extent allowed at any time, whether by interim order, procedural orderorder or otherwise, or otherwise the payment of Professional Fees of Professional Persons in an aggregate amount not to exceed $2,000,000 incurred on and after the Trigger Date (the amounts amount set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”); provided, that nothing herein shall be construed to impair the ability of any party to object to the fees, expenses, reimbursement or compensation described in clauses (iii) or (iv) above. For purposes After the Carve-Out Reserve has been fully funded, the Debtors may escrow additional monies in an amount not to exceed the amount of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) projected Professional Fees reasonably and in good faith anticipated by the [Secured Notes Trustee] Debtors to be incurred by the Debtors for the immediately succeeding 30-day period (“Additional Reserved Funds”), and such Additional Reserved Funds (x) shall not be available to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel DIP Secured Parties for application to the Creditors’ Committee, which notice may be delivered following the occurrence DIP Obligations and during the continuation of (y) shall reduce on a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that dollar for dollar basis the Post-Carve Out Trigger Notice Cap has been invoked.Cap. Notwithstanding the foregoing, the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against any of the DIP Secured Parties, the Prepetition 2012 Credit Agreement Agent, the Prepetition 2012 Credit Agreement Lenders, the Prepetition Term Loan Credit Agreement Agent, the Prepetition Term Loan Credit Agreement Lenders, the Prepetition Second Lien Trustee, or the Prepetition Second Lien Noteholders, or their respective officers, directors, employees, agents, advisers and counsel, including, without limitation, challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the obligations and the liens and security interests granted under the DIP Facility in favor of the DIP Agent, for the benefit of the DIP Secured Parties or the liens and security interests granted under the Prepetition 2012 Credit Documents, the Prepetition Term Loan Credit Documents or the Prepetition Second Lien

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] Prepetition Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 1,250,000 incurred after the first business day following delivery by the [Secured Notes Trustee] Prepetition Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] Prepetition Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] , and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]First Lien Lenders, stating that the Post-Carve Post‑Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Agent or the Majority DIP Lenders of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 350,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Agent or the Majority DIP Lenders of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Agent or the Majority DIP Lenders (or by counsel to either of the foregoing) to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ CommitteeCommittee (if any), which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default and upon termination acceleration of the Debtors’ right to use Cash Collateral by DIP Obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Interim Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000.00 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any official committee appointed in the Creditors’ Committee Chapter 11 Cases (if anyeach, a “Committee”) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] Collateral Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed [$[●1,500,000] incurred after the first business day following delivery by the [Secured Notes Trustee] Collateral Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Collateral Agent (at the direction of the applicable Prepetition Secured Notes Trustee] Parties) to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.a

Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) (but excluding any success or completion fees) at any time before or on the first business day following delivery by the [Secured Notes Trustee] DIP Facility Administrative Agent of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] 3,750,000 incurred after the first business day following delivery by the [Secured Notes Trustee] DIP Facility Administrative Agent of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] DIP Facility Administrative Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] an Event of Default (as defined in the DIP Loan Documents) and upon termination acceleration of the Debtors’ right to use Cash Collateral by obligations under the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])]DIP Facility, stating that the Post-Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this [Final/Interim] Interim Order, the term “Carve Out” means the sum of (i) all unpaid fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 28 U.S.C. § 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard pursuant to the notice set forth in (iii) below); 31 U.S.C. § 3717, (ii) all unpaid reasonable fees and expenses up to $[●] 50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in Carve Out Notice (iii) as defined below); ), (iii) to the extent allowed at any time, whether by interim order, procedural final order, or otherwiseother order, all accrued but unpaid fees and expenses (excluding any restructuring, sale, success, or other transaction fee of any investment bankers or financial advisors) (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the any Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Estate Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time on or before or on the first business day following date of delivery by the [DIP Agent (acting at the direction of Requisite Lenders) or the Prepetition Agent (acting at the direction of Requisite Lenders (as defined in the Prepetition Secured Notes Trustee] Debt Documents)), as applicable, of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger NoticeNotice up to the amounts for the Estate Professionals included in the Approved Budget through the date of the Carve Out Notice (the amounts set forth in the foregoing clauses (i), (ii) and (iii), the “Pre Carve Out Notice Amount”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] the Estate Professionals incurred after the first business day following date of delivery by the [DIP Lender or the Prepetition Secured Notes Trustee] Parties, as applicable, of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural final order or other court order, or otherwise in an aggregate amount not to exceed $500,000 (the amounts amount set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of this Interim Order, the foregoing, “Carve Out Trigger Notice” shall mean a written notice (which may be via electronic mail) delivered by email the DIP Agent (acting at the direction of Requisite Lenders) or other electronic means) by the [Prepetition Agent (acting at the direction of the Requisite Lenders (as defined in the Prepetition Secured Notes Trustee] Debt Documents)), as applicable, to the DebtorsDebtors and their counsel, their lead restructuring counselDxxxxx & Wxxxxxx (Delaware) LLP, the U.S. Trustee, counsel to the Prepetition Secured Parties and counsel to the any Creditors’ CommitteeCommittee stating that the Post-Carve Out Notice Cap has been invoked, which notice Carve Out Notice may, but need not, be included in a Termination Declaration (as defined herein). Such Carve Out Notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination an Event of Default (as defined in the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders]DIP Credit Agreement)], stating that the Post-Carve Out Trigger Notice Cap has been invoked.