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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 24 of 70 <br />Court pursuant to sections 327 and 1103 of the Bankruptcy Code (collectively, the "Professional <br />Persons"), that are incurred (A) at any time before delivery by the DIP Agent of a Fees Carve - <br />Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of <br />a Fees Carve -Out Trigger Notice (the "Pre -Trigger Date Fees"), which shall be paid to the <br />extent allowed by the Court and (B) after the occurrence (the "Trigger Date") and during the <br />continuance of an Event of Default (as defined in the DIP Credit Agreement) and delivery of <br />notice (the "Fees Carve -Out Trigger Notice") thereof (which notice may be by email) to the <br />Debtors, the Debtors' counsel, the U.S. Trustee, and lead counsel for the Creditors' Committee, <br />if any, in an aggregate amount not to exceed $7.5 million (the amount set forth in this clause <br />(iii)(B) being the "Post-EoD Fees Carve -Out Amount"); provided that nothing herein shall be <br />construed to impair the ability of any party to object to the fees, expenses, reimbursement or <br />compensation described in clauses (iii)(A) or (iii)(B) above, on any grounds. <br />(c) Notwithstanding the foregoing, the Fees Carve -Out shall not include, <br />apply to or be available for any fees or expenses incurred by any party in connection with (a) the <br />investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or <br />other litigation (i) against any of the DIP Lenders, the Administrative Agent or the Pre -Petition <br />Secured Parties (whether in such capacity or otherwise) or (ii) challenging the amount, validity, <br />perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the <br />obligations and the liens and security interests granted under the DIP Documents or the Existing <br />Secured Agreements, including, in each case, without limitation, for lender liability or pursuant <br />to section 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code, applicable non- <br />bankruptcy law or otherwise; (b) attempts to modify any of the rights granted to the DIP <br />Lenders, the DIP Agent; (c) attempts to prevent, hinder or otherwise delay any of the DIP <br />24 <br />