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sem a M ii a :MMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, u D - <br />Financing, and each DIP Lender or each DIP Agent may rely upon each Credit Party's <br />representations that the amount of DIP Financing requested at any time and the use thereof are in <br />accordance with the requirements of this Final Order and the DIP Documents. <br />(e) Subject to the terms and conditions of this Final Order, the DIP Agents are <br />hereby authorized and directed to execute, enter into and perform all rights and obligations under <br />the DIP Documents. <br />10. Carve -(hut. <br />(a) Notwithstanding anything to the contrary herein, the Debtors' obligations <br />to the DIP Secured Parties and the liens, security interests and superpriority claims granted <br />herein and/or under the DIP Documents, including the DIP Liens, the DIP Superpriority Claims, <br />the Adequate Protection Liens, and the Adequate Protection 507(b) Claims, as well as the <br />Prepetition Liens, shall be subject in all respects to the Carve -Out. <br />(b) Carve -Out. As used in this Final Order, the "Carve -Out" means the sum <br />of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States <br />Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory <br />rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up <br />to $20,000.00 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard <br />to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim <br />order, procedural order, or otherwise, all unpaid fees and expenses (including any restructuring, <br />sale, financing, or other success fee of any investment bankers or financial advisors of the <br />Debtors or the Creditors' Committee, in each case solely to the extent such fee is earned pursuant <br />to the terms of the applicable agreement giving rise to such fee, prior to delivery of a Carve -Out <br />22 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />