Common use of Carve-Out Clause in Contracts

Carve-Out. The Carve-Out shall be reflected in (but not limited by) the Budget. (a) On the day on which a Carve-Out Trigger Notice is given to the Borrowers, the Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount of incurred and unpaid fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases prior to the date of the delivery of the Carve-Out Trigger Notice, whether or not in excess of the budgeted amount for such fees and expenses of Professionals through such date (the “Post-Default Carve-Out”). (b) Amounts on deposit in the Post-Default Carve-Out Account shall be used solely to satisfy the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Post-Default Carve-Out and the balance in the Post-Default Carve-Out Account shall not be available to pay the principal amount of the Loans and the amount of Letter of Credit Reimbursement Obligations representing amounts drawn under Letters of Credit or to pay any pre- petition or other post-petition obligations until such time as the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in full, notwithstanding any purported or asserted Lien, claim or right to such balance. (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and expenses of any Professional retained by the Debtors or an official committee appointed in the Cases, all such rights being specifically reserved. (d) Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and Available Cash, the Carve-Out and the Post-Default Carve-Out (including any proceeds on deposit in the Post-Default Carve-Out Account) shall not be available for any fees or expenses incurred by any party, including any Debtor or any official committee appointed in the Cases, or its or their Professionals, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings, contested matter, objection, other litigation or discovery against any of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent, the Lenders, or their advisors, agents or subagents, 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 claims granted hereunder in favor of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent and the Lenders.

Carve-Out. The Carve-Out shall be reflected Lender’s liens on the Collateral, including any super priority administrative expense claims as specified in A.2.8 of this Agreement, are subject to a carve out (the “Carve Out”) in an amount not to exceed (A) all accrued but not limited byunpaid Professional Expenses (whether then or subsequently allowed) provided in the Budget. (a) On Budget and incurred by the day on which a Carve-Out Trigger Notice Debtor and the Committee, if one is given appointed, prior to the Borrowersdate of delivery by the Lender to the Debtor and its counsel of record of a notice of termination of funding pursuant to A.7.2 of this Agreement (the “Pre-Carve Out Notice Amount”); provided, however, such Pre-Carve Out Notice Amount shall not exceed the Borrowers shall fund amounts set forth in the Budget for such items through the date of such notice, plus (B) $50,000 for the payment of Professional Expenses arising after date of delivery by the Lender to the Debtor and its counsel of record of a segregated account notice of cessation of funding (the “Post-Default Carve Out Notice Amount”), plus (C) fees incurred pursuant to 28 U.S.C. § 1930 and fees payable to the clerk of the Court, to the extent such fees were incurred prior to delivery by the Lender to the Debtor of a notice of an Event of Default. The Debtor shall fund on a monthly basis an account (the “Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount out of incurred and unpaid fees and expenses of Professionals incurred its operating account and, if such account is insufficient, from receivables collected by the Debtors Debtor, at the times and any official committee appointed not to exceed the amounts set forth in the Cases prior Budget, to satisfy accrued but unpaid Professional Expenses included within the date Pre-Carve Out Notice Amount. Following the occurrence of an Event of Default that is not waived or otherwise cured, the delivery of Post-Carve Out Notice Amount shall be deposited into the Carve-Out Trigger NoticeAccount from amounts on deposit in the operating account and, whether or not in excess of if such account is insufficient, from receivables collected by the budgeted amount for such fees and expenses of Professionals through such date (the “Post-Default Carve-Out”). (b) Debtor. Amounts on deposit in the Post-Default Carve-Out Account shall be used solely to satisfy the fees Professional Expenses that are allowed or authorized to be paid as provided herein and expenses of Professionals incurred by the Debtors and any official committee appointed Bankruptcy Court. Amounts remaining in the Cases arising under the Post-Default Carve-Out and the balance in the Post-Default Carve-Out Account after satisfaction of eligible Professional Expenses approved and allowed by the Bankruptcy Court shall not be paid to the Lender. No portion of the Loan, the Collateral, or the Carve Out shall be used or be available to pay the principal amount of the Loans and the amount of Letter of Credit Reimbursement Obligations representing amounts drawn under Letters of Credit or to pay any pre- petition or other post-petition obligations until such time as the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in fullfees, notwithstanding any purported or asserted Liendisbursements, claim or right to such balance. (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and expenses of any Professional retained by the Debtors or an official committee appointed in the Cases, all such rights being specifically reserved. (d) Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and Available Cash, the Carve-Out and the Post-Default Carve-Out (including any proceeds on deposit in the Post-Default Carve-Out Account) shall not be available for any fees costs or expenses incurred by any party, including any Debtor or any official committee appointed in the Cases, or its or their Professionals, party in connection with the investigation (including discovery proceedings), initiation or prosecution of any other claims, causes of action, adversary proceedings or other litigation against the Lender or any of its affiliates, including without limitation the Virginia Baptist Homes, Inc., Culpeper Baptist Retirement Community, Inc., Lakewood Manor Baptist Retirement Community, Inc. and Newport News Baptist Retirement Community, Inc.; provided, however, that the Committee may use up to $10,000 of Loan proceeds to investigate, but not commence, any claims, causes of action, adversary proceedings, contested matter, objection, proceedings or other litigation relating to the Prepetition Lenders’ claims or discovery against the avoidance of any security interest or liens of the Prepetition Agent, Lenders in the Prepetition Lenders, the Administrative Agent, the Lenders, or their advisors, agents or subagents, 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 claims granted hereunder in favor assets of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent and the LendersDebtor.

Carve-Out. (a) The Pre-Petition Liens, the Post-Petition Liens and the Superpriority Claims shall be subject to the Carve-Out (as defined in the DIP Loan Agreement). In connection with (i) any sale, transfer or other disposition of all or any portion of the Pre-Petition Collateral or the Post-Petition Collateral or (ii) any plan of reorganization or liquidation to which the Lenders consent, any amount determined to be due and owing in respect of the Carve-Out (which, for purposes of this provision, shall include any Transaction Fee to the extent not paid from the proceeds of such sale, transfer or other disposition) shall be satisfied pursuant to Section 2.13(j) of the DIP Loan Agreement or otherwise. (b) No liens or priority status, other than the Carve-Out, having a lien or administrative priority superior to or pari passu with those granted by this Interim Order to the Lenders, shall be granted without the written consent of the Lenders while any portion of the DIP Obligations remains outstanding. (c) With respect to professional expenses incurred by the Debtors or the Committees, the Carve-Out also shall include any payments authorized to be made pursuant to any Bankruptcy Court-approved procedure for monthly or other payment of compensation or reimbursement of expenses, subject to the Budget; provided, however, that nothing contained herein shall be construed: (i) to exempt those persons hereafter receiving interim compensation payments or reimbursement of expenses pursuant to any such Bankruptcy Court-approved procedure from the applicable provisions of bankruptcy law, including the requirements that such compensation or reimbursement be allowed on a final basis after the filing of appropriate fee applications, and, if applicable, any subsequent order of this Court requiring that such payments be disgorged, and/or (ii) as consent to the allowance of any fees and expenses referred to above, and shall not affect any right of the Lenders to object to the reasonableness of such amounts; (d) The Carve-Out shall be reflected in (but not limited by) the Budget. (a) On the day on which a Carve-Out Trigger Notice is given to the Borrowersinclude, the Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount and neither Cash Collateral nor proceeds of incurred and unpaid fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases prior to the date of the delivery of the Carve-Out Trigger Notice, whether or not in excess of the budgeted amount for such fees and expenses of Professionals through such date (the “Post-Default Carve-Out”). (b) Amounts on deposit in the Post-Default Carve-Out Account DIP Loans shall be used solely to satisfy request (i) the fees and expenses use of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Post-Default Carve-Out and the balance in the Post-Default Carve-Out Account shall not be available Cash Collateral or authority to pay the principal amount sell or otherwise dispose of the Loans Collateral without the Lenders’ prior written consent, and the amount of Letter of Credit Reimbursement Obligations representing amounts drawn under Letters of Credit or (ii) authorization to pay any pre- petition obtain postpetition loans or other post-petition obligations until such time as the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in full, notwithstanding any purported financial accommodations pursuant to section 364(c) or asserted Lien, claim or right to such balance. (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and expenses of any Professional retained by the Debtors or an official committee appointed in the Cases, all such rights being specifically reserved. (d) Notwithstanding of the foregoingBankruptcy Code, or otherwise, other than in accordance with the Budget or as expressly permitted in the DIP FacilityLoan Agreement, or use Cash Collateral pursuant to section 363(c) of the Bankruptcy Code without the consent of the Agents and Lenders unless such loans or financial accommodations shall be used to indefeasibly pay in full in cash all cash, cash collateral and Available CashDIP Obligations; (e) Except as set forth in the DIP Loan Agreement, the Carve-Out shall not include, and neither Cash Collateral nor proceeds of any of the PostDIP Loans shall be used for, the payment or reimbursement of any fees or disbursements of the Debtors, any Committees or any trustee appointed in these Chapter 11 Cases incurred in connection with the assertion and prosecution of, or joinder in, any claim, counterclaim, action, proceeding, application, motion, objection, defenses or other contested matter, including, but not limited to, any so-Default Carvecalled lender liability claims, the purpose of which is to seek any order, judgment, determination or similar relief: (i) commencing or prosecuting any action asserting claims pursuant to sections 506(b), 542, 544, 545, 547, 548, 549, 550, 551, 552(b), 553(b) or 724(a) of the Bankruptcy Code or other cause of action (whether arising under state law, the Bankruptcy Code or other federal law, under any foreign law) against the Lenders, Agents, Pre-Out Petition Lenders, and Pre-Petition Agents with respect to the validity and extent of the DIP Obligations or the Pre-Petition Obligations or the validity, extent and priority of liens and security interests securing the DIP Obligations or the Pre-Petition Obligations; (including any proceeds ii) invalidating, setting aside, avoiding or subordinating, in whole or in part, the Lenders’, Agents’, Pre-Petition Lenders’, or Pre-Petition Agents’, liens on deposit and security interests in the Post-Default Petition Collateral or Pre-Petition Collateral; (iii) preventing, hindering or delaying (whether, directly or indirectly) the Lenders, Agents, Pre-Petition Lenders, or Pre-Petition Agents in respect of their liens and security interests in the Post-Petition Collateral or Pre-Petition Collateral; and (f) Notwithstanding anything to the contrary contained in subparagraphs 15(c-e) above, the Carve-Out Accountshall include claims for services rendered by professionals retained by (i) shall the Committees, in an amount not be available for any fees or expenses incurred by any party, including any Debtor or any official committee appointed to exceed $100,000 in the Cases, or its or their Professionalsaggregate, in connection with the initiation or prosecution investigation described in paragraph 16 below, but solely to the extent such fees and expenses are allowed under sections 330, 331 and 503(b) of the Bankruptcy Code; (ii) the Monitor, in an amount not to exceed CDN$100,000, related to the investigation of any claimsclaims against (x) the Agents or any Lender or their claims or security interests in or Liens on, causes of action, adversary proceedings, contested matter, objection, the Collateral whether under the DIP Loan Agreement or any other litigation DIP Loan Document and (y) any Pre-Petition Agent or discovery against any Pre-Petition Lender under the Pre-Petition Credit Agreement or their claims or security interests in connection with the Pre-Petition Credit Agreement or any of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent, the Lenders, other loan documents or their advisors, agents or subagents, 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 claims granted hereunder instruments entered into in favor of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent and the Lendersconnection therewith.

Carve-Out. The Carve-Out shall be reflected in (but not limited by) the Budget. (a) On the day on which a Carve-Out Trigger Notice is given to the BorrowersBorrower, the Borrowers Borrower shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount of incurred and unpaid fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases prior to the date of the delivery of the Carve-Out Trigger Notice, whether or not in excess of the budgeted amount for on such fees and expenses of Professionals through such date (the “Post-Default Carve-Out”)date. (b) Amounts on deposit in the Post-Default Carve-Out Account shall be used solely to satisfy pay the fees and expenses of Professionals incurred by the Debtors and any official committee appointed amounts included in the Cases arising under the Post-Default definition of Carve-Out and the balance in the Post-Default Carve-Out Account shall not be available to pay the principal amount of the Loans and the amount of Letter of Credit Reimbursement Obligations representing amounts drawn under Letters of Credit or to pay any pre- petition or other post-petition obligations until such time as the fees and expenses of Professionals incurred by the Debtors and any official committee appointed amounts included in the Cases arising under the definition of Carve-Out and the Post-Default Carve-Out shall have been paid in full, notwithstanding any purported or asserted Lien, claim or right to such balance. (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and expenses of any Professional retained by the Debtors or an official committee appointed in the Casesany Committee, all such rights being specifically reserved. (d) Notwithstanding The DIP Facility, the foregoingPrepetition Collateral, the DIP FacilityCollateral, all cash, cash collateral and Available Cash, the Carve-Out Cash and the Post-Default Carve-Out (including any proceeds on deposit in the Post-Default Carve-Out Account) shall not be available for any fees or expenses incurred by any party, including any Debtor or any official committee appointed in the CasesCommittee, or its or their Professionals, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings, contested matter, objection, other litigation or discovery against any of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent, the Lenders, or their advisors, agents or subagents, 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 claims granted hereunder in favor of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent and the Lenders; provided, however, that notwithstanding the foregoing, if a Creditors’ Committee is appointed in the Cases, it may spend up to an aggregate amount not to exceed $10,000 of proceeds of the DIP Facility or the Carve-Out, as the case may be, to investigate potential claims arising out of, or in connection with, the Prepetition Loans or the security interests and liens of the Prepetition Agent and Prepetition Lenders under the Prepetition Collateral with respect thereto.

Carve-Out. The Carve-1. Sellers' Carve Out shall be reflected in (but Covenant To the extent not limited by) the Budget. (a) On the day on which a Carve-Out Trigger Notice is given to the Borrowers, the Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount of incurred and unpaid fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases implemented prior to the date hereof, Sellers shall procure the implementation of the delivery steps described in Part 2 of Schedule 13 to establish the perimeter of the Target Companies and JVCos ("Carve Out Steps" and the transactions contemplated by the Carve Out Steps and the Carve Out Agreements together the "Carve Out") with an aim of implementing the Carve Out Steps prior to the Financial Closing Date. The legal transfer of the ownership interests in Cliffside Helium, LLC and Cliffside Refiners, L.P. as foreseen under step 9 in Part 2 of Schedule 13 shall only occur if the Consent and Waiver Declarations have previously been obtained. The Carve Out Steps shall be implemented substantially in accordance with the Carve Out Agreements. If, on the Closing Date, certain of the Carve Out Steps have not yet been implemented Sellers shall remain obliged to procure the implementation of the Carve Out Steps. Purchaser shall, and shall procure that Purchaser Group and Sister Company and its respective Subsidiaries shall after Closing, provide such assistance as Sellers may reasonably request in order to comply with their obligations pursuant to the preceding sentence and shall after Closing procure compliance of the Target Companies with their obligations under the Transaction Documents and the Carve Out Agreements. The Sellers shall procure that any amendments to the Carve Out Agreements, or waivers of any rights under the Carve Out Agreements shall only be made upon prior written consent of the Purchaser. For the avoidance of doubt, any payments to be made by the Target Companies pursuant to the Carve Out Steps or the Carve Out Agreements, but still outstanding at Closing, and any payments to be received by the Target Companies pursuant to the Carve Out Steps or the Carve Out Agreements, but still outstanding at Closing, in particular the 'Exchanged Assets Closing Payment Amount' as defined in the Master Carve Out and Asset Exchange Agreement, will be reflected in the Closing Statements. 2. Acknowledgment Linde Multiemployer Plan Purchaser hereby acknowledges and accepts, subject to the occurrence of and with effect from the Closing Date, the obligations of Linde LLC under section 7.1 of the U.S. Employee Carve-Out Trigger Notice, whether or not in excess of the budgeted amount for such fees and expenses of Professionals through such date (the “Post-Default Carve-Out”). (b) Amounts on deposit in the Post-Default Carve-Out Account shall be used solely to satisfy the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Post-Default Carve-Out and the balance in the Post-Default Carve-Out Account shall not be available to pay the principal amount of the Loans and the amount of Letter of Credit Reimbursement Obligations representing amounts drawn under Letters of Credit or to pay any pre- petition or other post-petition obligations until such time as the fees and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in full, notwithstanding any purported or asserted Lien, claim or right to such balance. (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and expenses of any Professional retained by the Debtors or an official committee appointed in the Cases, all such rights being specifically reserved. (d) Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and Available Cash, the Carve-Out and the Post-Default Carve-Out (including any proceeds on deposit in the Post-Default Carve-Out Account) shall not be available for any fees or expenses incurred by any party, including any Debtor or any official committee appointed in the Cases, or its or their Professionals, out Matters Agreement entered into in connection with the initiation or prosecution of any claimsCarve Out, causes of actionbetween Linde North America, adversary proceedingsInc. and Linde Gas North America, contested matterLLC (the "EMA"), objection, other litigation or discovery against any and shall cause Linde LLC to fully and timely perform such obligations under section 7.1 of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent, the Lenders, or their advisors, agents or subagents, 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 claims granted hereunder in favor of the Prepetition Agent, the Prepetition Lenders, the Administrative Agent and the LendersEMA.

Carve-Out. The As used in this Second Interim Order, "Carve-Out shall be reflected in (but not limited by) Out" means, at any time of determination, the Budget. sum of (a) On the day on which a Carve-Out Trigger Notice is given allowed administrative expenses payable pursuant to 28 U.S.C. Section 1930(a)(6) and (b) Priority Professional Expenses (as defined below), subject to the BorrowersPriority Expense Cap (as defined below). "Priority Professional Expenses" means allowed fees, the Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal to $2,250,000 plus the actual amount of incurred costs and unpaid fees and reasonable expenses of Professionals incurred professionals retained by the Debtors and the official committee of unsecured creditors (the "Committee") or any official committee appointed of noteholders in the Chapter 11 Cases prior pursuant to the date sections 327 and 1103 of the delivery of the Carve-Out Trigger NoticeBankruptcy Code, whether or but shall not in excess of the budgeted amount for such fees include fees, costs and expenses of Professionals through such date 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 (the “Post-Default Carve-Out”). including holdbacks) up to an aggregate of $2,000,000. With respect to clause (b) Amounts on deposit in the Post-Default Carve-Out Account above, Priority Professional Expenses shall be used solely to satisfy the not include fees and or expenses of Professionals incurred by any Person, including the Debtors and Debtors, the Committee or any official committee appointed of noteholders, in (i) preventing, hindering or delaying the Cases arising under Lenders', the Post-Default Carve-Out and the balance in the Post-Default Carve-Out Account shall not be available to pay the principal amount DIP Agents' or SCTSC's enforcement or realization upon any of the Loans 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 amount 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 Letter the Prepetition Indebtedness or the DIP Obligations or any mortgages, liens or security interests with respect thereto or any other rights or interests of Credit Reimbursement Obligations representing 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 drawn under Letters due SCTSC thereunder, or (vi) investigating the validity, enforceability, extent, perfection and priority of Credit the Prepetition Liens or to pay any pre- petition the validity or other post-petition obligations until such time as enforceability of the fees SCTSC Purchase Agreements if another Person has already commenced or conducted an investigation of claims, causes of action and expenses of Professionals incurred by the Debtors and any official committee appointed in the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in full, notwithstanding any purported or asserted Lien, claim or right to such balance. (c) Nothing herein shall constitute a waiver by equitable theories for relief against the Prepetition Agent, the Prepetition LendersLenders of SCTSC, and claims and causes of action challenging the Administrative Agent validity, enforceability, extent, perfection and priority of the Prepetition Liens or the Lenders of their rights to object to liens on the fees Commodities Collateral and the Receivables Collateral. The exclusion from Priority Professional Expenses shall not include the first $75,000 in expenses of any Professional retained incurred by the Debtors (or an official committee appointed authorized substitute for the Debtors if the Debtors are for some reason unable to conduct an investigation) in conducting an investigation within 30 days following the CasesPetition Date, all such rights being specifically reserved. (d) Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and Available Cash, the Carve-Out and the Post-Default Carve-Out (including any proceeds on deposit in the Post-Default Carve-Out Account) shall not be available for any fees or expenses incurred by any party, including any Debtor or any official committee appointed in the Cases, or its or their Professionals, in connection with the initiation or prosecution of any claims, causes of actionaction or theories for litigation regarding (a) the validity, adversary proceedingsenforceability, contested matter, objection, other litigation perfection or discovery against any priority of the Prepetition Agent, Liens in the Prepetition LendersCollateral, (b) the Administrative Agent, the Lenders, or their advisors, agents or subagents, including, without limitation, challenging the amount, validity, perfectionallowability, priority priority, status or enforceability of, or asserting any defense, counterclaim or offset to, the Obligations and the Liens and claims granted hereunder in favor amount of the Prepetition AgentIndebtedness 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 liens securing the SCTSC Purchase Agreements, the Prepetition Lenders, the Administrative Agent Receivables Collateral and the LendersCommodities Collateral.