“DIP Secured Parties” has the meaning defined in the DIP Order.

“DIP Documents” has the meaning given to such term in the DIP Order.

“DIP Facility Agent” means that certain administrative agent under the DIP Facility Loan Agreement.

“DIP Facility Order” means, collectively, the interim and final orders entered by the Bankruptcy Court authorizing the Debtors to enter into the DIP Facility Loan Agreement and access the DIP Facility, which shall be in form and substance acceptable to the DIP Facility Lenders, the Debtors, the Required Consenting Term Lenders, and the Required Consenting Revolving Lenders.

“DIP Facility Loan Agreement” means that certain debtor-in-possession credit agreement by and among the Holdings Borrower, the guarantors party thereto, the DIP Facility Agent, and the DIP Facility Lenders as approved by the DIP Facility Order, which shall be substantially in the form attached as an exhibit to the RSA and otherwise in form and substance reasonably acceptable to the DIP Facility Lenders, the Required Consenting Term Lenders, and the Required Consenting Revolving Lenders.

pursuant to the terms and conditions of the Interim DIP Order and the DIP Documents (as defined below);

Notwithstanding anything herein to the contrary, to the extent the Trustee, or applicable paying agent, collects or received any money or property (other than payment of fees and expenses of the Trustee pursuant to the DIP Order) prior to payment in full in cash of all New Money DIP Obligations, the applicable Trustee or paying agent shall immediately turnover such money or property in the form received to the Collateral Trustee (as defined in the New Money DIP Note Purchase Agreement) for application to the New Money DIP Obligations until such obligations are paid in full in cash (subject in each case to the DIP Order and the DIP Documents).”

Annual Business Plan and Budget. As soon as available, but in any event within forty-five (45) days after the beginning of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a consolidated basis for such fiscal year prepared by management, in form reasonably satisfactory to the Administrative Agent.

Initial Development Plan and Budget. Either Party, directly or through its representatives on the JDC, may propose amendments to the Initial Development Plan and Budget from time to time. Any and all such amendments shall be subject to approval by the JDC as set forth in Section 2.2.2, subject to the dispute resolution procedures set forth in Section 2.4.3.

“Required Holders” means at any time, collectively # the Holders of at least 50.1% in principal amount of the New Money DIP Notes and Commitments (as defined in the New Money DIP Note Purchase Agreement) at the time outstanding and # so long as the DDJ Holders hold at least 15% of the outstanding Commitments and outstanding principal amount of New Money DIP Notes, the DDJ Holders. Notwithstanding anything to the contrary in [Section 9.02(c)] of the Indenture, in determining the Required Holders at any time, New Money DIP Notes owned by the Company or its Affiliates shall be excluded as though not outstanding.