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sem a M ii a I-MkMM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D - <br />Termination Declaration Date as defined below, the Debtors shall and are authorized to pay (a) <br />compensation and reimbursement of expenses of the estate professionals, subject to the <br />Approved Cash Flow Forecast only for purposes of payment but not for earning or accrual, to the <br />extent allowed under Bankruptcy Code §§ 330 and 331 and payable pursuant to an order of this <br />Court, as the same may be payable; and (b) the amount of money identified in the Approved <br />Cash Flow Forecast for estate professionals' fees (excluding Permitted Variances) on a weekly <br />basis into a segregated account established by the Debtors for purposes of funding the Carve -Out <br />(the "Funded Reserve Account"). The funds in the Funded Reserve Account and the Post - <br />Carve -Out Amounts (as defined below) shall be used to pay the allowed estate professionals' <br />fees and expenses in accordance with orders entered by this Court and no cost or expense of <br />administration under the Bankruptcy Code or otherwise, shall be senior to, or pari passu with, the <br />payments that are authorized and consented to in this Paragraph 10. <br />(d) On the day on which a Carve -Out Trigger Notice is given by the DIP <br />Administrative Agent to the Debtors with a copy to counsel to the Creditors' Committee (the <br />"Termination Declaration Date"), the Carve -Out Trigger Notice shall constitute a demand to <br />the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by <br />any Debtor to fund a reserve in an amount equal to the then unpaid amounts of the Allowed <br />Professional Fees in excess of funds in the Funded Reserve Account; provided that in the event <br />that a Termination Declaration Date occurs, Professional Persons shall have 2 business days to <br />deliver additional good -faith estimates of the cumulative total amount of unreimbursed fees and <br />expenses incurred in a preceding month (each such statement, a "Fee Statement") to the <br />Debtors, and the Debtors shall fund into the Funded Reserve Account any additional amounts <br />24 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />