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sem a M ii a IMMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />Trigger Notice) (the "Allowed Professional Fees") incurred by persons or firms retained by the <br />Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the "Debtor <br />Professionals") and the Creditors' Committee pursuant to section 328 or 1103 of the Bankruptcy <br />Code (the "Committee Professionals" and, together with the Debtor Professionals, the <br />"Professional Persons"), in each case, subject to the Approved Cash Flow Forecast only for <br />purposes of payment but not for earning or accrual, at any time before the first business day <br />following delivery by the DIP Administrative Agent of a Carve -Out Trigger Notice (as defined <br />below), whether allowed by the Court prior to or after delivery of a Carve -Out Trigger Notice; <br />and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed <br />$300,000.00 incurred on or after the first business day following delivery by the DIP <br />Administrative Agent of the Carve -Out Trigger Notice, to the extent allowed at any time, <br />whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) <br />being the "Post -Carve -Out Trigger Notice Cap"). For purposes of the foregoing, "Carve -Out <br />Trigger Notice" shall mean a written notice delivered by email (or other electronic means) by <br />the DIP Administrative Agent to the Debtors, their lead restructuring counsel, the U.S. Trustee, <br />and counsel to the Creditors' Committee, which notice may be delivered upon the acceleration of <br />the DIP Obligations under the DIP Facilities, stating that the Post -Carve -Out Trigger Notice Cap <br />has been invoked. <br />(c) Any provisions of the Interim Order, this Final Order, or the DIP Credit <br />Agreement to the contrary notwithstanding, including the grant of the DIP Superpriority Claims <br />set forth in Paragraph 11 below and the grant of the DIP Liens set forth in Paragraph 12 below <br />and the Adequate Protection Liens set forth in Paragraph 18 below, until the occurrence of a <br />23 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />