Common use of Carve-Out Clause in Contracts

Carve-Out. As used in this Interim Order, the “Carve-Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following the day on which a Carve-Out Trigger Notice (as defined below) is given by the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim Order, the term “Carve-Carve Out” means the sum of (i) all unpaid fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 28 U.S.C. § 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard pursuant to the notice set forth in (iii) below); 31 U.S.C. § 3717, (ii) all unpaid reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in Carve Out Notice (iii) as defined below); ), (iii) to the extent allowed at any time, whether by interim order, procedural final order, or otherwiseother order, all accrued but unpaid fees and expenses (excluding any restructuring, sale, success, or other transaction fee of any investment bankers or financial advisors) (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code and any Creditors’ Committee (the “Debtor Estate Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time on or before the date of delivery by the DIP Agent (acting at the direction of Requisite Lenders) or on the first business day following Prepetition Agent (acting at the day on which direction of Requisite Lenders (as defined in the Prepetition Secured Debt Documents)), as applicable, of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to or after delivery of a Carve Out Notice up to the Debtors with a copy to counsel to amounts for the Committee Estate Professionals included in the Approved Budget through the date of the Carve Out Notice (the day on which a Carve-Out Trigger Notice is so givenamounts set forth in the foregoing clauses (i), (ii) and (iii), the “Trigger Pre Carve Out Notice DateAmount”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 the Estate Professionals incurred after the first business day following date of delivery by the Trigger Notice DateDIP Lender or the Prepetition Secured Parties, as applicable, of the Carve Out Notice, to the extent allowed at any time, whether by interim order, procedural final order or other court order, or otherwise in an aggregate amount not to exceed $500,000 (the amount set forth in this clause (iv) being the “CarvePost-Carve Out Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of this Interim Order, the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice (which may be via electronic mail) delivered by the DIP Agent (acting at the direction of Requisite Lenders) or the Prepetition Agent (acting at the direction of the Requisite Lenders (as defined in the Prepetition Secured Debt Documents)), as applicable, to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counselDxxxxx & Wxxxxxx (Delaware) LLP, the U.S. Trustee, and lead counsel to the Prepetition Secured Parties and counsel to the any CommitteeCreditors’ Committee stating that the Post-Carve Out Notice Cap has been invoked, which notice Carve Out Notice may, but need not, be included in a Termination Declaration (as defined herein). Such Carve Out Notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Second Interim Order, the “"Carve-Out” means " means, at any time of determination, the sum of (ia) all fees required allowed administrative expenses payable pursuant to be paid 28 U.S.C. Section 1930(a)(6) and (b) Priority Professional Expenses (as defined below), subject to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate Priority Expense Cap (without regard to the notice set forth in (iii) as defined below); (ii) all . "Priority Professional Expenses" means allowed fees, costs and reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms professionals retained by the Debtors and the official committee of unsecured creditors (the "Committee") or any official committee of noteholders in the Chapter 11 Cases pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) sections 327 and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code Code, but shall not include fees, costs and expenses of third-party professionals employed by the members of the Committee. "Priority Expense Cap" means upon the occurrence of the Termination Declaration Date, all unpaid Priority Professional Expenses (including holdbacks) up to an aggregate of $2,000,000. With respect to clause (b) above, Priority Professional Expenses shall not include fees or expenses incurred by any Person, including the “Committee Professionals” and, together with the Debtor ProfessionalsDebtors, the “Professional Persons”) at Committee or any time before or on the first business day following the day on which a Carve-Out Trigger Notice (as defined below) is given by the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so givencommittee of noteholders, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the Lenders', the DIP Agent’s Agents' or other DIP Secured Parties’ SCTSC's enforcement or realization upon any of the DIP Collateral, Receivables Collateral or Commodities Collateral once an Event of Default has occurred and is continuingoccurred, (ii) using or seeking to use Cash Collateral or selling DIP Collateral, Receivables Collateral or otherwise disposing of the DIP Commodities Collateral without the consent of the Required DIP Lenders (Agents' and SCTSC's consent, except as defined in the DIP Credit Agreement)authorized herein, (iii) using or seeking to use any insurance proceeds related to incurring indebtedness without the DIP Collateral without Agents' and SCTSC's consent, (iv) objecting to or contesting in any manner, or raising any defenses to, the consent validity, extent, amount, perfection, priority or enforceability of the Prepetition Indebtedness or the DIP Obligations or any mortgages, liens or security interests with respect thereto or any other rights or interests of the DIP Agents, the Lenders and SCTSC, or in asserting any claims or causes of action, including, without limitation, any Avoidance Actions or requests for equitable subordination, against the DIP Agents, the Lenders, SCTSC, the Prepetition Agent or the Prepetition Lenders, (ivv) incurring indebtedness other than objecting to or contesting in any manner, or raising any defenses to, the DIP Facility validity, or enforceability of the SCTSC Purchase Agreements or the amounts due SCTSC thereunder, or (vi) investigating the validity, enforceability, extent, perfection and priority of the Prepetition Liens or the validity or enforceability of the SCTSC Purchase Agreements if another Person has already commenced or conducted an investigation of claims, causes of action and equitable theories for relief against the Prepetition Agent, the Prepetition Lenders of SCTSC, and claims and causes of action challenging the validity, enforceability, extent, perfection and priority of the Prepetition Liens or the liens on the Commodities Collateral and the Receivables Collateral. The exclusion from Priority Professional Expenses shall not include the first $75,000 in accordance with expenses incurred by the DIP BudgetDebtors (or an authorized substitute for the Debtors if the Debtors are for some reason unable to conduct an investigation) in conducting an investigation within 30 days following the Petition Date, of claims, causes of action or theories for litigation regarding (a) the validity, enforceability, perfection or priority of the Prepetition Liens in the Prepetition Collateral, (b) the validity, allowability, priority, status or amount of the Prepetition Indebtedness or (c) the validity and enforceability of the SCTSC Purchase Agreements; provided, thathowever, that any expenses in excess of $75,000, or any expenses incurred by a Person in conducting such an investigation when one has already been conducted or is ongoing shall be excluded from Priority Professional Expenses. The Carve-Out shall not apply to the liens securing the SCTSC Purchase Agreements, the Debtors shall be permitted to use Receivables Collateral and the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional PersonsCommodities Collateral.

Carve-Out. As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 [●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 [●] incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in and acceleration of the DIP Credit Agreement) expressly Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim [Final/Interim] Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 [*****] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 [*****] incurred after the first business day following delivery by the DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent (acting at the direction of the Required DIP Lenders) or Required DIP Lenders to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in and acceleration of the DIP Credit Agreement) expressly Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim [Final/Interim] Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which [DIP Agent] of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 7.5 million incurred after the first business day following delivery by the [DIP Agent] of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [DIP Agent Agent] to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in and acceleration of the DIP Credit Agreement) expressly Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim Order, Upon the occurrence of the earlier of (the “Carve-Out” means the sum of Out Event”) (i) all an Event of Default (as such term is defined in the DIP Agreement) and continuance thereof and (ii) the Maturity Date (as defined in the Credit Agreement), to the extent unencumbered funds are not available to pay administrative expenses in full, the DIP Liens, DIP Superpriority Claims, Prepetition Superpriority Claims, Adequate Protection Liens, and Prepetition Liens, shall be subject to the payment of (x) the aggregate amount of any budgeted and unpaid fees, costs and expenses that were accrued or incurred prior to the Carve-Out Event by the professionals retained by the Debtors or any professionals retained by any official unsecured creditors’ committee (the “Committee”) (collectively, the “Professionals”) to the extent allowed by an order of this Court, plus (y) those fees, costs and expenses incurred by Professionals after the Carve-Out Event and subsequently allowed by order of this Court and in compliance with the DIP Budget in an amount not to exceed $250,000 in the aggregate, plus (z) fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code 28 U.S.C. § 1930 (the “Debtor Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional PersonsCarve-Out”) at any time before or on the first business day ); providedfurther that following the day on which a Carve-Out Trigger Notice (as defined below) is given Event any amounts paid to Professionals by any means will reduce the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”)on a dollar-for-dollar basis; and (iv) Allowed Professional Fees provided, further, that no portion of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice DateCarve-Out, to the extent allowed at any timeDIP Facility, whether by interim orderDIP Collateral, procedural orderPrepetition Collateral or Cash Collateral shall include, apply to, or otherwise (be available for any fees, costs or expenses incurred by any party, including the amount set forth in this clause (iv) being Debtors or the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred Committee, in connection with (i) the initiation or prosecution of any claims, causes of action, adversary proceedings proceedings, or other litigation against any of the agents or lenders under Secured Lending Entities, including, without limitation, (a) challenging the Existing RBL Credit Facilityamount, the Existing Second Lien Credit Facilityvalidity, extent, perfection, priority, or the DIP Facility). For purposes of the foregoingenforceability of, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counselor asserting any defense, the Existing Second Lien Secured Parties and their counselcounterclaim, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related offset to the DIP Collateral without the consent Obligations, DIP Superpriority Claims or security interests and liens of the DIP Agent or DIP Lenders in respect thereof, (ivb) incurring indebtedness other than challenging the DIP Facility or in accordance with the DIP Budget; providedamount, thatvalidity, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.extent,

Carve-Out. As used in For purposes of this Interim Order, the “Carve-Carve Out” means the sum of of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees costs, fees, and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) (but excluding any success or completion fees) at any time before or on the first business day following delivery by the day on which DIP Facility Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 3,750,000 incurred after the first business day following delivery by the DIP Facility Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Facility Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit AgreementLoan Documents) expressly and acceleration of the obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim [Final/Interim] Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent or the Majority DIP Lenders of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 350,000 incurred after the first business day following delivery by the DIP Agent or the Majority DIP Lenders of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent or the Majority DIP Lenders (or by counsel to either of the foregoing) to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any Committeethe Creditors’ Committee (if any), which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in and acceleration of the DIP Credit Agreement) expressly Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used Notwithstanding anything to the contrary in this Interim OrderAgreement, Lender's security interest in the “Carve-Collateral shall be subject to a carve out (the "Carve Out” means ") for the sum of (i) all fees required to be paid to allowed administrative expenses in the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors Case payable pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”28 U.S.C. Section 1930(a)(6) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Priority Professional Persons”) at any time before or on the first business day following the day on which a Carve-Out Trigger Notice Expenses (as defined below) is given by in the DIP Agent Case. "Priority Professional Expenses" means allowed fees, costs and reasonable expenses allowed or permitted pursuant to Sections 330 and 331 of the Bankruptcy Code, exclusive of prepetition retainers, of: (a) Fox Rothschild, LLP, general counsel for the Borrower, up to the Debtors with a copy to amount of $150,000.00; (b) Smith, Stratton, Wise, Xxxxx & Xxxxxxx, LLP, special counsel to the Committee (the day on which a Carve-Out Trigger Notice is so givenBorrower, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, up to the extent allowed at any timeamount of $75,000.00; (c) PricewaterhouseCoopers, whether by interim orderBorrower's accountant, procedural order, or otherwise (up to the amount set forth in this clause of $50,000.00; (ivd) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals Broadband Capital Management, Borrower's financial advisor, in an amount up to $100,000.00 and (e) any professionals retained by any official creditors committee in the Case that may be appointed in this Case up the amount of $25,000.00, provided, however, Priority Professional Expenses shall not to exceed $2,500,000 and on behalf of include any Committee Professionals in an amount not to exceed $250,000 fees or expenses (other than collectively the "Ineligible Professional Fees") incurred by any such fees and disbursements incurred professional in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s Lender or other DIP the Prepetition Secured Parties’ enforcement Lenders from enforcing or realization realizing upon the DIP Collateral any of their collateral once an Event of Default has occurred and is continuingoccurred, (ii) using or seeking to use Cash Collateral cash collateral or selling or otherwise disposing any collateral subject to the liens of the DIP Collateral Prepetition Secured Lenders or the Lender without the prior written consent of the Required DIP Prepetition Secured Lender or the Lender objecting to or contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority or enforceability of the Prepetition Secured Obligations the Liens securing, or purporting to secure, the Prepetition Secured Obligations, any Prepetition Secured Loan Documents, any Obligations, and Liens securing, or purporting to secure, any Obligations or any Loan Documents or any other rights or interest of the Prepetition Secured Lenders (as defined and the Lender, or in asserting any claims or causes of action, including any actions under Chapter 5 or Section 724(a) of the DIP Credit Agreement)Bankruptcy Code, (iii) using or seeking to use any insurance proceeds for equitable subordination, against the Lender or the Prepetition Secured Lenders. The exclusion of the Ineligible Professional Fees from Priority Professional Expenses shall not include fees and expenses related to the DIP Collateral without the consent investigation of the DIP Agent or (iv) incurring indebtedness other than extent, validity and priority of the DIP Facility or in accordance with the DIP Budget; provided, thatPrepetition Secured Obligations and Liens, the Debtors shall be permitted to use investigation of claims or causes of action against the proceeds of the DIP Facility Prepetition Secured Lenders, or Cash Collateral as necessary to contest litigation respecting whether an Event of Default alleged has occurred. However, if after payment of any of the above-amounts from the Collateral or unencumbered assets are received by the DIP Agent or any DIP Lender; and providedBorrower, further that a Committee may incur up including its bankruptcy estate, such funds shall be used to $50,000 replenish the amount of the proceeds of such Collateral used for such payments included in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens Carve Out to the extent such Committee brings any Challenge before payments result in a diminution in value of the Challenge Period Termination DateLender in the Collateral or leaves the Lender undersecured or, if applicable, further undersecured. For the avoidance of doubt, nothing contained Any such payment will be referred to in this Agreement as a "Carve Out Replenishment". Nothing herein shall be deemed a waiver construed as consent to the allowance of any Priority Professional Expenses or shall effect the rights of the any party’s right Lender or the Prepetition Secured Lenders to object to the allowance in payment of such expenses. Any payments made to any fees of the professionals pursuant to the Approved Budget and permitted to be paid under Sections 330 and 331 of the Bankruptcy Code or otherwise pursuant to an order of the Bankruptcy Court shall reduce the respective Priority Professional Persons.Expenses allocated to each such professional. Notwithstanding the expiration of the Term or the termination of the Lender's obligation to make Advances to the Debtor pursuant to the Loan Agreement, Lender shall nevertheless continue to make Advances under the Loan Agreement for the purposes of (i) funding the Carve Out (or any unpaid portion of the Carve Out) but only to the extent amounts covered by the Carve Out have been incurred, and not paid, whether or not applied for or allowed prior to the termination of the Lender's obligation to make advances under the Loan Agreement and (ii) funding any expenses set forth in the Approved Budget which have been incurred but not paid prior to the termination of the Lender's obligation to make Advances under the Loan Agreement. Upon the expiration of the Term or the termination of the Lender's obligation (the "Termination Date") to make advances to the Debtor pursuant to the Loan Agreement, the Lender shall have no obligation to fund any Professional Fee Expenses incurred after the Termination Date except to the extent (i) of an aggregate of $25,000 for all professionals covered by the Carve Out and (ii) such Professional Fee Expenses are within the individual Carve Out limits set forth in this Section 4.6

Carve-Out. As used in this Interim OrderAll Liens and the Superpriority Claims granted herein, and any other liens, claims, or interest of any person, shall be subject and subordinate to the Carve-Out. “Carve-Out” means shall mean the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at Code, together with the statutory rate of interest (without regard to the notice set forth in (iiiii) below, and without regard to any Rolling Budget); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of upon the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) Commitment Termination Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees fees, costs, and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors Debtor pursuant to section 327, 328, or 363 of the Bankruptcy Code (or any statutory committee appointed in the “Debtor Professionals”) and any Committee Chapter 11 Case pursuant to section 328 or 1103 1102 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional Persons”) at any time ), whether such fees were incurred before or on the first business day following date of delivery by the day on which Secured Parties of a Carve-Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with a copy to counsel to the Committee (the day on which or after delivery of a Carve-Out Trigger Notice is so given, (the “Pre-Trigger Notice DateDate Fees”); and (iviii) Allowed after the date of delivery of the Carve-Out Trigger Notice (the “Trigger Date”), to the extent incurred after the Trigger Date, the payment of Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise 1,500,000 (the amount set forth in this clause (iviii) being the “Post Carve-Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent Secured Parties to the Debtors and their counselDebtor, the Existing Second Lien Secured Parties and their its lead counsel, the U.S. Trustee, and lead counsel to any for the Committee, which notice may be delivered following upon the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly a Commitment Termination Date under this Interim Order, stating that the Post Carve-Out Trigger Notice Cap is has been invoked. No portion The ability of any party to object to the fees, expenses, reimbursement, or compensation described above shall not be impaired by the terms of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein subject to clause (i) of this paragraph 15, only Professional Persons shall be deemed a waiver entitled to payment from the funds constituting the Carve-Out, provided that the Secured Parties shall be entitled to assert an interest in the funds constituting the Carve-Out after payment of the any party’s right to object to any fees and expenses of Professional Person that are payable from the Professional PersonsCarve-Out and allowed on a final basis by the Court and paid in full.

Carve-Out. As used in this Interim Order, The superiority claim of Lender and --------- post-petition Liens granted to Lender under Section 364 of the “Code and the protections and priorities provided to Lender under Bankruptcy Code Section 507(b) are subject only to the following (the "Carve-Out” means the sum of "): (i) all in the event of the occurrence and during the continuance of an Event of Default or an event that would constitute an Event of Default with the giving of notice or lapse of time or both, claims for the payment of unpaid professional fees and disbursements incurred by the Borrower and any statutory committees appointed in this case for professionals retained pursuant to Bankruptcy Code Sections 327 or 1102, as may be allowed pursuant to Bankruptcy Code Sections 330 and 331, up to a maximum of $1,250,000 (the "Professional Carve-Out"); and (B) fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of U.S.C. Section 1930 (the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below"UST Fees"); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of provided, however, that the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following the day on which a Carve-Out Trigger Notice (as defined below) is given by the DIP Agent will not be available to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”); and (iv) Allowed -------- ------- pay Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation presenting any claims or prosecution of any claims, causes of action, adversary proceedings or other litigation action against Lender and/or challenging any Lien of Lender with respect to the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility)Obligations. For purposes of Notwithstanding the foregoing, “Carve-Out Trigger Notice” shall mean so long as a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Default or Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has shall not have occurred and is be continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors Borrower shall be permitted to use the proceeds pay compensation and reimbursement of expenses allowed and payable under Sections 330 and 331 of the DIP Facility or Cash Collateral Bankruptcy Code, as necessary to contest an Event of Default alleged by the DIP Agent or same may be due and payable, provided that any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein payment shall be deemed a waiver of the any party’s right to object to any fees of reduce the Professional PersonsCarve Out dollar for dollar.

Carve-Out. As used Notwithstanding anything to the contrary contained herein or in the DIP Credit Documents, the DIP Collateral, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Claims, and the Adequate Protection Liens shall be subject to the payment of the Carve-Out. For the avoidance of doubt, if at any time the Carve-Out is not adequately funded in accordance with the provisions of this Interim Order, upon a realization against the Carve-Out, the unpaid portion of the Carve-Out shall be funded out of the DIP Collateral having priority over the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Claims, and the Adequate Protection Liens. For purposes of this Interim Order, the “Carve-Out” means Out”6 shall mean, collectively, the sum total of (i) all fees required to be paid to the Clerk clerk of the Court and to the Office of the United States U.S. Trustee under section 1930(a) of title 28 of the United States Code plus interest at and 31 U.S.C. §3717 in an amount agreed upon by the statutory rate (without regard to U.S. Trustee or ordered by the notice set forth in (iii) below); Court, (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the 6 For purposes of the Carve-Out, references to the DIP Budget for Professional Fees shall mean the accrual fee schedule with the header “Xxxxx’x Roadhouse, Inc., Professional Payments,” which is annexed to the DIP Budget, as amended in accordance with the DIP Loan Documents. Bankruptcy Code (without regard in an amount not to the notice set forth in exceed $50,000 (iii) below); (iii) to the extent allowed all fees, costs, disbursements, charges and expenses incurred at any time, whether by interim order, procedural ordertime before the Carve-Out Trigger Date (as defined below) that are provided for in the DIP Budget, or otherwiseany monthly or success or transaction fees payable to estate professionals that are provided for in the DIP Budget, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued in each case, by persons or firms retained by the Debtors or the Committee whose retention is approved by this Court pursuant to section sections 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (collectively, the “Committee Professionals,” andand the fees, together with the Debtor costs and expenses of Professionals, the “Professional PersonsFees”) ), to the extent such Professional Fees are allowed by this Court at any time (whether before or on after the first business day following the day on which a Carve-Out Trigger Notice (as defined belowDate) is given by the DIP Agent to the Debtors with on a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”)final basis; and (iv) Allowed all Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 that are consistent with the DIP Budget and incurred on and after the first business day following the Carve-Out Trigger Notice Date, to the extent Date by Professionals and allowed by this Court at any time, whether before or after the Carve-Out Trigger Date, whether by interim order, procedural order, order or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budgetotherwise; provided, that, the Debtors shall be permitted to use the proceeds payment of any Professional Fees of the DIP Facility Professionals (but excluding fees and expenses of third party professionals employed by individual members of the Committee) incurred on or Cash Collateral as necessary to contest an Event of Default alleged after the Carve-Out Trigger Date and allowed by the DIP Agent Court at any time, whether before or any DIP Lender; and providedafter the Carve-Out Trigger Date, further that on a Committee may incur up to final basis, shall not exceed $50,000 500,000 in the aggregate (the “Professional Expense Cap”); provided, further, that (A) any payments actually made in investigating respect of Professional Fees incurred on or after the Existing RBL Credit FacilityCarve-Out Trigger Date in accordance with the Budget and allowed by this Court at any time, Existing RBL Lienswhether before or after the Carve-Out Trigger Date, Existing Second Lien Credit Facility on a final basis, shall reduce the Professional Expense Cap on a dollar-for-dollar basis; (B) any success or Existing Second Liens transaction fees that may become due and payable to Professionals employed by the Debtors shall not be included in or subject the Professional Expense Cap and the payment of such fees shall not reduce the Professional Expense Cap pursuant to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For prior clause (A); and (C) for the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.so

Carve-Out. As used in this Interim DIP Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 300,000.00 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 20,000,000.00 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in or acceleration of the DIP Credit Agreement) expressly Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 50,000.00 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee official committee appointed in the Chapter 11 Cases (each, a “Committee”) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which Collateral Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed [$2,750,000 1,500,000] incurred after the first business day following delivery by the Collateral Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Collateral Agent (at the direction of the applicable Prepetition Secured Parties) to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.a

Carve-Out. As used Notwithstanding anything to the contrary in this Interim OrderAgreement, Lender's security interest in the “Carve-Collateral shall be subject to a carve out (the "Carve Out” means ") for the sum of (i) all fees required to be paid to allowed administrative expenses in the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors Case payable pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”28 U.S.C. ss. 1930(a)(6) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Priority Professional Persons”) at any time before or on the first business day following the day on which a Carve-Out Trigger Notice Expenses (as defined below) is given by in the DIP Agent Case. "Priority Professional Expenses" means allowed fees, costs and reasonable expenses allowed or permitted pursuant to Sections 330 and 331 of the Bankruptcy Code, exclusive of prepetition retainers, of: (a) Fox Rothschild, LLP, general counsel for the Borrower, up to the Debtors with a copy to counsel amount of $150,000.00; (b) Smith, Stratton, Wise, Heher & Brennan, LLP, specixx xxunsxx xx xhe Borrower, up to the Committee amount of $75,000.00; (the day on which a Carve-Out Trigger Notice is so givenc) PricewaterhouseCoopers, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice DateBorrower's accountant, up to the extent allowed at any timeamount of $50,000.00; (d) Broadband Capital Management, whether by interim orderBorrower's financial advisor, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount up to $100,000.00 and (e) any professionals retained by any official creditors committee in the Case that may be appointed in this Case up the amount of $25,000.00, provided, however, Priority Professional Expenses shall not to exceed $2,500,000 and on behalf of include any Committee Professionals in an amount not to exceed $250,000 fees or expenses (other than collectively the "Ineligible Professional Fees") incurred by any such fees and disbursements incurred professional in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s Lender or other DIP the Prepetition Secured Parties’ enforcement Lenders from enforcing or realization realizing upon the DIP Collateral any of their collateral once an Event of Default has occurred and is continuingoccurred, (ii) using or seeking to use Cash Collateral cash collateral or selling or otherwise disposing any collateral subject to the liens of the DIP Collateral Prepetition Secured Lenders or the Lender without the prior written consent of the Required DIP Prepetition Secured Lender or the Lender objecting to or contesting in any manner, or raising any defenses to, the validity, extent, amount, perfection, priority or enforceability of the Prepetition Secured Obligations the Liens securing, or purporting to secure, the Prepetition Secured Obligations, any Prepetition Secured Loan Documents, any Obligations, and Liens securing, or purporting to secure, any Obligations or any Loan Documents or any other rights or interest of the Prepetition Secured Lenders (as defined and the Lender, or in asserting any claims or causes of action, including any actions under Chapter 5 or Section 724(a) of the DIP Credit Agreement)Bankruptcy Code, (iii) using or seeking to use any insurance proceeds for equitable subordination, against the Lender or the Prepetition Secured Lenders. The exclusion of the Ineligible Professional Fees from Priority Professional Expenses shall not include fees and expenses related to the DIP Collateral without the consent investigation of the DIP Agent or (iv) incurring indebtedness other than extent, validity and priority of the DIP Facility or in accordance with the DIP Budget; provided, thatPrepetition Secured Obligations and Liens, the Debtors shall be permitted to use investigation of claims or causes of action against the proceeds of the DIP Facility Prepetition Secured Lenders, or Cash Collateral as necessary to contest litigation respecting whether an Event of Default alleged has occurred. However, if after payment of any of the above-amounts from the Collateral or unencumbered assets are received by the DIP Agent or any DIP Lender; and providedBorrower, further that a Committee may incur up including its bankruptcy estate, such funds shall be used to $50,000 replenish the amount of the proceeds of such Collateral used for such payments included in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens Carve Out to the extent such Committee brings any Challenge before payments result in a diminution in value of the Challenge Period Termination DateLender in the Collateral or leaves the Lender undersecured or, if applicable, further undersecured. For the avoidance of doubt, nothing contained Any such payment will be referred to in this Agreement as a "Carve Out Replenishment". Nothing herein shall be deemed a waiver construed as consent to the allowance of any Priority Professional Expenses or shall effect the rights of the any party’s right Lender or the Prepetition Secured Lenders to object to the allowance in payment of such expenses. Any payments made to any fees of the professionals pursuant to the Approved Budget and permitted to be paid under Sections 330 and 331 of the Bankruptcy Code or otherwise pursuant to an order of the Bankruptcy Court shall reduce the respective Priority Professional Persons.Expenses allocated to each such professional. Notwithstanding the expiration of the Term or the termination of the Lender's obligation to make Advances to the Debtor pursuant to the Loan Agreement, Lender shall nevertheless continue to make Advances under the Loan Agreement for the purposes of (i) funding the Carve Out (or any unpaid portion of the Carve Out) but only to the extent amounts covered by the Carve Out have been incurred, and not paid, whether or not applied for or allowed prior to the termination of the Lender's obligation to make advances under the Loan Agreement and (ii) funding any expenses set forth in the Approved Budget which have been incurred but not paid prior to the termination of the Lender's obligation to make Advances under the Loan Agreement. Upon the expiration of the Term or the termination of the Lender's obligation (the "Termination Date") to make advances to the Debtor pursuant to the Loan Agreement, the Lender shall have no obligation to fund any Professional Fee Expenses incurred after the Termination Date except to the extent (i) of an aggregate of $25,000 for all professionals covered by the Carve Out and (ii) such Professional Fee Expenses are within the individual Carve Out limits set forth in this Section 4.6

Carve-Out. As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 [50,000] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 1,000,000 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Ad Hoc Noteholder Group, and counsel to the Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly and acceleration of the DIP Obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. Notwithstanding anything to the contrary in this Interim DIP Order, any DIP Documents, or any other order of the Court, all of the DIP Liens, the DIP Superpriority Claim, the Adequate Protection Liens, and the Adequate Protection Claim shall be subject only to the payment of the Carve Out as and only to the extent set forth in this Interim DIP Order. As used in this Interim DIP Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses expenses, other than any restructuring, sale, success, or other transaction fee of any investment bankers or financial advisors of the Debtors or any committee4 (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any official Committee appointed in the Chapter 11 Cases pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, 4 Any fee due and payable to a Professional Person that is employed as an investment banker or otherwise (financial advisor arising from the amount consummation of any transaction shall be payable only to the extent allowed by the Court and as and to the extent set forth in this clause (iv) being such Professional Person’s engagement letter, and solely from the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf proceeds received by the Debtors resulting from the consummation of such transaction, free and clear of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent liens of the DIP Agent or (iv) incurring indebtedness other than and the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional PersonsLenders.

Carve-Out. As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee for Region 2 (the “U.S. Trustee”) under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 50,000.00 incurred by a trustee under Bankruptcy Code section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any timeallowed, whether by interim order, procedural order, order or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section Bankruptcy Code sections 327, 328, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee an official committee of unsecured creditors (the “Creditors’ Committee”) pursuant to section Bankruptcy Code sections 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following the day on which delivery of a Carve-Carve Out Trigger Notice (as defined below) is given herein), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so givenand, solely in the “Trigger Notice Date”)event the Restructuring Support Agreement has been terminated, subject to the cumulative amount set forth for such expenses in the DIP Budget for such period; and (iv) Allowed Professional Fees of Professional Persons Persons, in an aggregate amount not to exceed $2,750,000 2,500,000, incurred after the first business day following delivery of the Carve Out Trigger Notice DateNotice, to the extent allowed at any timeallowed, whether by interim order, procedural orderorder or otherwise, but excluding any “success fee” or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Noticetransaction fee” shall mean a written notice delivered by the DIP Agent payable to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Debtors’ or Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.’s

Carve-Out. As used in this Interim [Final/Interim] Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) (but excluding any success or completion fees) at any time before or on the first business day following delivery by the day on which DIP Facility Administrative Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 3,750,000 incurred after the first business day following delivery by the DIP Facility Administrative Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Facility Administrative Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit AgreementLoan Documents) expressly and acceleration of the obligations under the DIP Facility, stating that the CarvePost-Carve Out Trigger Notice Cap is has been invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. a. As used in this Interim Order, the term “Carve-Carve Out” means the sum sum, without duplication, of the following: (i) all the unpaid fees required payable to be paid to the Clerk of the Court and to the Office of the United States Trustee under section and Clerk of the Bankruptcy Court pursuant to Section 1930(a) of title Title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in clause (iii) below); (ii) all reasonable fees and expenses up to an aggregate amount of $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) subject in all respects to the Approved Budget, to the extent allowed at any timetime by order of this Court, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Estate Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (collectively, the “Debtor Professionals”), including any transaction fee(s) for the Debtors’ financial advisor and any reasonable fees and costs for the Debtors’ board of directors, and the Committee (if any) appointed in the Chapter 11 Cases pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals,” and, together with the Debtor Professionals, the “Professional Persons”) ), which fees and expenses were incurred at any time before or on the first business day following delivery by the day on which Prepetition First Lien Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent order of this Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Estate Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 500,000 (plus, solely with respect to the Debtor Professionals, any unused retainers held by the Debtor Professionals, for fees and expenses incurred after such date) incurred after the first business day following delivery by the Prepetition First Lien Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any timetime by order of this Court, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be ; and (v) subject in all respects to the Approved Budget, all unpaid allowed administrative expenses incurred at any time before or on behalf the first business day following delivery by the Prepetition First Lien Agent of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-a Carve Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. (a) As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate pursuant to 31 U.S.C. § 3717 (without regard to the notice set forth in (iii) below) (collectively, the “Statutory Fees”), which Statutory Fees shall not be subject to any budget; (ii) all reasonable fees fees, costs, and expenses up to $50,000 100,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed by the Court at any time, whether by interim or final compensation order, procedural order, or otherwise, all unpaid fees fees, costs, and expenses of the Debtors or any Committee (collectively, the “Allowed Professional Fees”) earned, accrued or incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (collectively, the “Debtor Professionals”) and any the Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (collectively, the “Committee Professionals,” and, and together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day (1st) Business Day following delivery by the day on which DIP Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so givenand without regard to whether such Allowed Professional Fees are included in or provided for in the Approved Budget or when invoiced (the aggregate amounts set forth in clauses (i) through (iii) above, the “Pre-Carve Out Trigger Notice DateAmounts”); and (iv) Allowed Professional Fees of Professional Persons (excluding any restructuring, sale, financing, success, or other transaction fee of any investment bankers or financial advisors) in an aggregate amount not to exceed $2,750,000 650,000 incurred after the first business day (1st) Business Day following the date of delivery by the DIP Agent of the Carve Out Trigger Notice in accordance with sub- paragraph (b) below (such date, the “Trigger Date”), to the extent allowed by the Court at any time, whether by interim or final compensation order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.

Carve-Out. As used in this Interim OrderFollowing the occurrence and during the continuation of a --------- Default or Event of Default, the “Carve-Lenders' Liens on the Collateral and the Lenders' administrative expense claim under Section 364(c)(1) of the Bankruptcy Code shall be subject to a prior claim (the "Carve Out” means ") for (a) the unpaid --------- professional fees and expenses allowed in the Chapter 11 Case under Sections 330 or 331 of the Bankruptcy Code in an amount (determined without regard to fees and expenses paid on an interim basis) equal to the sum (the "Professionals' -------------- Carve Out Amount") of (i) all fees required to be paid to $250,000, plus (ii)(A) $500,000, multiplied by (B) the Clerk ---------------- ---- ---------- -- number of months elapsed since the later of the Court commencement of the Chapter 11 Case and the end of the most recent period in respect of which Borrower shall have paid any allowed professional fees and expenses pursuant to approved fee application(s), and (b) fees payable to the Office of the United States Trustee under section 1930(apursuant to 28 U.S.C. (S) of title 28 1930(a)(6) (the sum of the United States Code plus interest at the statutory rate (without regard to the notice amounts set forth in Sections 2.8(a) and (iiib) belowhereof being referred to as the "Carve Out Amount"); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of -------- ------ --- ---------------- provided, however, that the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or Carve Out Amount shall not be paid from amounts on the first business day following the day on which a Carve-Out Trigger Notice (as defined below) is given by the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined -------- ------- deposit in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invokedCash Collateral Account. No portion of the Carve-Out, any cash collateral So long as no Default or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors Borrower shall be permitted to use pay the proceeds professional fees and expenses allowed in the Chapter 11 Case under Sections 330 or 331 of the DIP Facility or Cash Collateral Bankruptcy Code, as necessary the same may be due and payable, and the same shall not reduce the Carve Out Amount and shall not be subject to contest disgorgement; provided, however, that nothing contained -------- ------- in this Section 2.8 shall require the Lenders to make Advances to Borrower ----------- subsequent to the occurrence of an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent that Lenders would not otherwise be obligated to make such Committee brings Advance under Section 2.1 ----------- hereof. Notwithstanding any Challenge before other provision of this Agreement, the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein Professionals' Carve Out Amount shall be deemed a waiver of the any party’s right to object to any fees of the Professional Personsnot exceed $2,500,000.

Carve-Out. As used in this Interim Order, the “Carve-Carve Out” means the sum of of: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which Prepetition Agent of a Carve-Carve Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Court prior to the Debtors with or after delivery of a copy to counsel to the Committee (the day on which a Carve-Carve Out Trigger Notice is so given, the “Trigger Notice Date”)Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 1,250,000 incurred after the first business day following delivery by the Prepetition Agent of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount amounts set forth in this clause (iv) being the “CarvePost-Carve Out Trigger Notice Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the DIP Prepetition Agent to the Debtors and Debtors, their counsel, the Existing Second Lien Secured Parties and their lead restructuring counsel, the U.S. Trustee, and lead counsel to any the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion a Termination Event, and upon termination of the Carve-Out, any cash collateral or proceeds of the DIP Facility may be used for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured PartiesDebtors’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking right to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and providedFirst Lien Lenders, further stating that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional PersonsPost‑Carve Out Trigger Notice Cap has been invoked.

Carve-Out. As used in this Interim OrderThe Obligors’ obligations to the DIP Lenders and the liens, security interests and superpriority claims granted herein and/or under the DIP Documents, including the DIP Liens and the Adequate Protection Obligations, as well as the Prepetition Liens and any other liens, claims or interest of any person, shall be subject and subordinate to the Carve-Out. “Carve-Out” means shall mean the sum of (i) all fees required to be paid to the Clerk clerk of the Bankruptcy Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses of up to $50,000 25,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, order or otherwise, all unpaid fees fees, costs and expenses (the “Allowed Professional Fees”) incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, 328 or 363 of the Bankruptcy Code (the “Debtor Professionals”) and or any Committee statutory committee appointed in these cases pursuant to section 328 or 1103 1102 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionalscollectively, the “Professional Persons”) at any time before or on the first business day Business Day following delivery by the day on which DIP Agent of a Carve-Out Trigger Notice (as defined below) is given ), whether allowed by the DIP Agent Bankruptcy Court prior to the Debtors with a copy to counsel to the Committee (the day on which or after delivery of a Carve-Out Trigger Notice is so given, (the “Pre-Trigger Notice DateDate Fees”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day Business Day following delivery by the DIP Agent of the Carve- Out Trigger Notice (the “Trigger Date”), to the extent allowed at any time, whether by interim order, procedural orderorder or otherwise, or otherwise the payment of Professional Fees of Professional Persons in an aggregate amount not to exceed $2,000,000 incurred on and after the Trigger Date (the amount set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”); provided, that nothing herein shall be construed to impair the ability of any party to object to the fees, expenses, reimbursement or compensation described in clauses (iii) or (iv) above. After the Carve-Out Cap”). Such Carve-Out Cap Reserve has been fully funded, the Debtors may be incurred on behalf of the Debtor Professionals escrow additional monies in an amount not to exceed $2,500,000 the amount of projected Professional Fees reasonably and in good faith anticipated by the Debtors to be incurred by the Debtors for the immediately succeeding 30-day period (“Additional Reserved Funds”), and such Additional Reserved Funds (x) shall not be available to the DIP Secured Parties for application to the DIP Obligations and (y) shall reduce on behalf of a dollar for dollar basis the Post-Carve Out Trigger Notice Cap. Notwithstanding the foregoing, the Carve-Out shall not include, apply to or be available for any Committee Professionals in an amount not to exceed $250,000 (other than fees or expenses incurred by any such fees and disbursements incurred party in connection with the investigation, initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against any of the agents or lenders under the Existing RBL Credit FacilityDIP Secured Parties, the Existing Prepetition 2012 Credit Agreement Agent, the Prepetition 2012 Credit Agreement Lenders, the Prepetition Term Loan Credit Agreement Agent, the Prepetition Term Loan Credit Agreement Lenders, the Prepetition Second Lien Credit FacilityTrustee, or the DIP Facility). For purposes Prepetition Second Lien Noteholders, or their respective officers, directors, employees, agents, advisers and counsel, including, without limitation, challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by obligations and the liens and security interests granted under the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined Facility in the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion of the Carve-Out, any cash collateral or proceeds favor of the DIP Facility may be used Agent, for or in connection with (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing benefit of the DIP Collateral without Secured Parties or the consent of liens and security interests granted under the Required DIP Lenders (as defined in the DIP Prepetition 2012 Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, thatDocuments, the Debtors shall be permitted to use Prepetition Term Loan Credit Documents or the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Prepetition Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.Lien

Carve-Out. (a) As used in this Interim Order, the “Carve-Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred or accrued by persons Persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any the Creditors’ Committee pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the day on which DIP Agent (at the direction of the Required DIP Lenders) of a Carve-Carve Out Trigger Notice, whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice (as defined belowthe amounts set forth in clauses (i) is given by through (iii), the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve“Pre-Carve Out Trigger Notice is so given, the “Trigger Notice DateCap”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 3,000,000 incurred after the first business day following delivery by the DIP Agent (at the direction of the Required DIP Lenders) of the Carve Out Trigger Notice DateNotice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise otherwise, and (the amount set forth in this clause (ivv) being the “Carve-Out Cap”). Such Carve-Out Cap may all amounts required to be incurred paid to PJT Partners LP on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf account of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred earned in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders Restructuring and/or Capital Raise under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined in that certain engagement letter between, inter alia, PJT Partners LP and the DIP Credit Agreement) expressly stating that the Carve-Out Cap is invoked. No portion Debtors, dated as of the Carve-OutJune 7, 2023, incurred at any cash collateral or proceeds of the DIP Facility may be used for or in connection with time (i) preventing, hindering or delaying the DIP Agent’s or other DIP Secured Parties’ enforcement or realization upon the DIP Collateral once an Event of Default has occurred and is continuing, (ii) using or seeking to use Cash Collateral or selling or otherwise disposing of the DIP Collateral without the consent of the Required DIP Lenders (as defined in the DIP Credit Agreement), (iii) using or seeking to use any insurance proceeds related to the DIP Collateral without the consent of the DIP Agent or (iv) incurring indebtedness other than the DIP Facility or in accordance with the DIP Budget; provided, that, the Debtors shall be permitted to use the proceeds of the DIP Facility or Cash Collateral as necessary to contest an Event of Default alleged by the DIP Agent or any DIP Lender; and provided, further that a Committee may incur up to $50,000 in the aggregate in investigating the Existing RBL Credit Facility, Existing RBL Liens, Existing Second Lien Credit Facility or Existing Second Liens to the extent such Committee brings any Challenge whether before the Challenge Period Termination Date. For the avoidance of doubt, nothing contained herein shall be deemed a waiver of the any party’s right to object to any fees of the Professional Persons.or