DIP Fee. If any of the Borrower, Guarantors or any of their respective Subsidiaries enters into a debtor-in-possession financing arrangement in lieu of the DIP Facility or as a refinancing or replacement of, in whole or in part, the DIP Facility (an “Alternative DIP”) and a financial institution other than the DIP Lenders provides such Alternative DIP or other credit financing to the Borrower, Guarantors or any of their respective Subsidiaries, or if any such Alternative DIP is consummated, in whole or in part, with funds advanced by the DIP Lenders, in lieu of some or all of the DIP Facility, then the Borrower and Guarantors agree, on a joint and several basis, to pay (or cause to be paid) to each Lender a prepayment premium (the “DIP Fee”) in an amount equal to 1.50% of the aggregate outstanding principal amount of the Loans and unused Commitments of each Lender, immediately upon consummation of the Alternative DIP.

incur or commit to incur any capital expenditures, other than capital expenditures that are contemplated by the budget approved in accordance with the applicable DIP Facility Documents (any such budget, the “Approved Budget”);

other Investments to the extent included in the DIP Budget (subject to the Permitted Variances).

that the proposed use of the proceeds thereof is for Budgeted Expenses in compliance with the DIP Budget.

“DIP Budget” means a 13-week cash flow forecast detailing the Credit Parties’ anticipated cash receipts and expenditures (including Professional Fees and expenses), as amended, supplemented, or replaced from time to time in accordance with this Agreement, which budget (and any amendments thereto or replacements thereof) shall be in form and substance acceptable to the Lenders and shall be incorporated into the DIP Orders.

Budget. The amounts set forth in the Budget present # a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay in the Ordinary Course of Business through and including the Maturity Date, and # all sources of funds available to Borrower. Borrower is unaware of any other such costs, expenses or fees which are material and are not set forth in the Budget.

Investments made prior to the Effective Date which are disclosed to the Lenders in [Schedule 9.05] or reflected in the DIP Budget.

“Budgeted Expenses” means expenses permitted to be paid by the Credit Parties in accordance with the DIP Budget, subject to the Permitted Variances.

DIP Credit Agreement. No default or event of default shall have occurred and be continuing under the DIP Credit Agreement.

Interim DIP Order. The Bankruptcy Court shall have entered the Interim DIP Order with such changes as may be acceptable to the Lenders, which Interim DIP Order # shall have been entered on the docket of the Bankruptcy Court no later than 10 days after the Petition Date and # shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect except as otherwise agreed to in writing by the Lenders in their sole discretion.