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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 />DIP Lenders, unless the DIP Obligations have been indefeasibly paid in full, in cash, and all DIP <br />Commitments have been terminated, in which case any such excess shall be paid to the <br />Prepetition Secured Parties in accordance with their rights and priorities as of the Petition Date. <br />Notwithstanding anything to the contrary in the DIP Documents or this Final Order, if either of <br />the Carve -Out Reserves is not funded in full in the amounts set forth in this paragraph 12(d), <br />then, any excess funds in one of the Carve -Out Reserves following the payment of the Pre - <br />Carve -Out Amounts and Post -Carve -Out Amounts, respectively, shall be used to fund the other <br />Carve -Out Reserve, up to the applicable amount set forth in this paragraph 12(d), prior to making <br />any payments to the DIP Administrative Agent or the Prepetition Secured Parties, as applicable. <br />Notwithstanding anything to the contrary in the DIP Documents or this Final Order, following <br />delivery of a Carve -Out Trigger Notice, the DIP Administrative Agent and the Prepetition <br />Secured Parties shall not sweep or foreclose on cash (including cash received as a result of the <br />sale or other disposition of any assets) of the Debtors until the Carve -Out Reserves have been <br />fully funded, but shall have a security interest in any residual interest in the Carve -Out Reserves, <br />with any excess paid to the DIP Administrative Agent for application in accordance with the DIP <br />Documents. Further, notwithstanding anything to the contrary in this Final Order, (i) <br />disbursements by the Debtors from the Carve -Out Reserves shall not constitute Loans (as <br />defined in the DIP Credit Agreement) or increase or reduce the DIP Obligations, (ii) the failure <br />of the Carve -Out Reserves to satisfy in full the Allowed Professional Fees shall not affect the <br />priority of the Carve -Out, and (iii) in no way shall the Approved Cash Flow Forecast, Carve -Out, <br />Post -Carve -Out Trigger Notice Cap, Carve -Out Reserves, or any of the foregoing be construed <br />as a cap or limitation on the amount of the Allowed Professional Fees due and payable by the <br />26 <br />NY 78179867 <br />4844-7341-8439.2 <br />NY 78179867 <br />