DIP Orders. For Loans made # on or before the date that is 30 days following the Petition Date, the Interim DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, or amended unless otherwise consented to by the Lenders in writing and, in the event that such order is the subject of any pending appeal, no performance of any obligation of any party hereto shall have been stayed pending appeal, and # after the date that is 30 days following the Petition Date, the Final DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, or amended unless otherwise consented to by the Lenders in writing and, in the event that such order is the subject of any pending appeal, no performance of any obligation of any party hereto shall have been stayed pending appeal, and # each of the DIP Orders shall be reasonably satisfactory in form and substance to the Lenders.

Section # Incorporation of DIP Orders by Reference. Each of the Credit Parties and the Lenders agrees that any reference contained herein to the DIP Orders shall include all terms, conditions and provisions of such DIP Order and that the DIP Orders are incorporated herein for all purposes. To the extent there is any conflict or inconsistency between the terms of any of the Credit Documents and the terms of the DIP Orders, the terms of the Interim DIP Order or the Final DIP Order, as applicable, shall govern.

DIP Budget. No later than 5:00 p.m. Central Time on Wednesday of every week commencing with the first such date after the Effective Date (or, if such Wednesday is not a Business Day, then the immediately succeeding Business Day), a proposed DIP Budget for the following rolling 13-week period in form and substance satisfactory to the Administrative Agent, which proposed DIP Budget shall replace and supersede the previously delivered DIP Budget upon the approval thereof by the Administrative Agent.

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.

DIP Budget. The Lenders shall have received the DIP Budget, which DIP Budget shall have been approved by the Lenders.

“DIP Orders” means, together or individually, as applicable, the Interim DIP Order and the Final DIP Order.

“DIP Orders” means, together or individually, as applicable, the Interim DIP Order and the Final DIP Order.

DIP Financing. If the Obligor shall be subject to any Insolvency Proceeding and the Senior Collateral Agent shall desire, prior to the Discharge of all Indebtedness to permit the use of cash collateral or to permit the Obligor to obtain financing (collectively, “DIP Financing”) under [Section 363] or Section 364 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) to be secured by all or any portion of the Collateral, then each Existing Secured Party agrees that it will raise no objection to such DIP Financing and will not request adequate protection (other than adequate protection consisting of a Lien or claim that is subordinated to the Lien or claim of Senior Collateral Agent entitled to priority over the Lien or claim of such Party under Sections 2 and 3 hereof, as the case may be, at least to the extent set forth in this Agreement) or any other relief in connection with its or their interest in any such Collateral and hereby waives any right it may otherwise have to adequate protection of its interest in the Collateral. Each Existing Secured Party hereby agrees that its Liens in the Collateral shall be subordinated to such DIP Financing (and all obligations relating thereto) to the extent and upon the terms and conditions specified in this Agreement.

Section # Incorporation of DIP Orders by Reference. Each of the Credit Parties and the Lenders agrees that any reference contained herein to the DIP Orders shall include all terms, conditions and provisions of such DIP Order and that the DIP Orders are incorporated herein for all purposes. To the extent there is any conflict or inconsistency between the terms of any of the Credit Documents and the terms of the DIP Orders, the terms of the Interim DIP Order or the Final DIP Order, as applicable, shall govern.

DIP Orders. For Loans made # on or before the date that is 30 days following the Petition Date, the Interim DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, or amended unless otherwise consented to by the Lenders in writing and, in the event that such order is the subject of any pending appeal, no performance of any obligation of any party hereto shall have been stayed pending appeal, and # after the date that is 30 days following the Petition Date, the Final DIP Order shall be in full force and effect and shall not have been vacated, reversed, modified, or amended unless otherwise consented to by the Lenders in writing and, in the event that such order is the subject of any pending appeal, no performance of any obligation of any party hereto shall have been stayed pending appeal, and # each of the DIP Orders shall be reasonably satisfactory in form and substance to the Lenders.