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sem a M ii a 1-MkUM %W- D.a .i:C LAM: :.: cb GW.i:C LAM: 1/.:1 `1.M, Ail D esD"ain <br />DE&bbituPt PRggE2G.%bVS7 <br />equal to the difference between, as applicable, the Initial Funded Reserve Amount or the <br />Monthly Funded Reserve Amount and the amount accrued and claimed in the applicable Fee <br />Statement (each, a "Top Off Amount"). The Debtors shall hold the Funded Reserve Account in <br />trust to pay such then unpaid Allowed Professional Fees (the "Pre -Carve -Out Trigger Notice <br />Reserve") prior to any and all other claims. On the Termination Declaration Date, after funding <br />the Pre -Carve -Out Trigger Notice Reserve, the Debtors shall utilize all remaining cash on hand <br />as of such date and any available cash thereafter held by any Debtor to fund a reserve in an <br />amount equal to the Post -Carve -Out Trigger Notice Cap (the "Post -Carve -Out Trigger Notice <br />Reserve" and, together with the Pre -Carve -Out Trigger Notice Reserve, the "Carve -Out <br />Reserves") prior to paying any and all other claims. All funds in the Pre -Carve -Out Trigger <br />Notice Reserve shall be used first to pay the obligations set forth in clauses (i) through (iii) of the <br />definition of Carve -Out set forth above (the "Pre -Carve -Out Amounts"), but not, for the <br />avoidance of doubt, the Post -Carve -Out Trigger Notice Cap, until paid in full, and then, to the <br />extent the Pre -Carve -Out Trigger Notice Reserve has not been reduced to zero, to pay the DIP <br />Administrative Agent for the benefit of the DIP Lenders, unless the DIP Obligations have been <br />indefeasibly paid in full, in cash, and all Commitments (as defined and used in the DIP Credit <br />Agreement) (the "DIP Commitments") have been terminated, in which case any such excess <br />shall be paid to the Prepetition Secured Parties in accordance with their rights and priorities as of <br />the Petition Date. All funds in the Post -Carve -Out Trigger Notice Reserve shall be used first to <br />pay the obligations set forth in clause (iv) of the definition of Carve -Out set forth above (the <br />"Post -Carve -Out Amounts"), and then, to the extent the Post -Carve -Out Trigger Notice <br />Reserve has not been reduced to zero, to pay the DIP Administrative Agent for the benefit of the <br />25 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />