The Sale Order shall approve and authorize Purchaser’s right to credit bid pursuant to section 363(k) of the Bankruptcy Code the Credit Bid Amount without reservation, restriction, condition or limitation. Further, the Sale Order, incorporating by reference the terms contained herein, shall provide that # the Committee # consents to the stipulations in the Final DIP Order (including the releases of the DIP Secured Parties and Prepetition Secured Parties), # waives any right to file a (and withdraws any filed) Challenge and # acknowledges the termination and expiration of the Challenge Period (as defined in the DIP Order) and # all such stipulations in the Final DIP Order (including the releases of the DIP Secured Parties and Prepetition Secured Parties) are unconditionally effective and binding on all parties in interest, including the Committee, in each case, subject only to occurrence of the Closing providing the treatment of Assumed Trade Creditor Liabilities set forth herein.

by written notice from Purchaser, if for any reason # Purchaser is unable, pursuant to any Order of the Bankruptcy Court (or the Sale Order does not permit Purchaser), to credit bid pursuant to section 363(k) of the Bankruptcy Code the Credit Bid Amount in payment of the Purchase Price as set forth in Section 3.1 without reservation, restriction, condition or limitation, # any Challenge (as defined in the Final DIP Order) is filed by the Committee, # the Sale Order as entered does not include the terms specified in this Agreement to be included therein or # the Committee does not affirmatively support the sale to Purchaser pursuant to the