“DIP Debtors” means the “Debtors” as defined in the DIP Order.

“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).”

Each Holder of Roll-Up Notes further acknowledges and agrees that following any Sale, to the extent the Roll-Up DIP Obligations (as defined in the DIP Order) are not satisfied from the proceeds of such Sale, the Required Holders may waive any or all remaining Roll-Up DIP Obligations on account of the Roll-Up Notes.

In consideration of the sale of the Acquired Assets to Purchaser, and in reliance upon the representations, warranties, covenants and agreements of Sellers set forth in this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, the purchase price (the “Purchase Price”) for the Acquired Assets shall consist of: # Purchaser’s assumption (or assumption by one or more Purchaser Designee(s)) of the Assumed Liabilities; # a cash payment (the “Closing Date Payment”) equal to the sum of # an amount equal to, and used to pay and discharge, the DIP ABL Obligations (as defined in the DIP Order), plus # an amount equal to, and used to pay and discharge, # the New Money DIP Notes Obligations (the proceeds of which may be borrowed concurrently with the Closing in accordance with the Final DIP Order) and # the administrative claims set forth in [Schedule 3.1(a)], plus # an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of the opening of business on the date of the Auction, plus # without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in [Schedule 3.1(a)] (to the extent not borrowed and paid from proceeds of the New Money DIP Notes Obligations); and # the Credit Bid in an amount equal to $[●] as of the Effective Date (the “Credit Bid Amount”), which Credit Bid Amount shall be comprised of (until such amount is satisfied) first, all Roll-Up Notes Obligations, and second, all Pre-Petition Secured Notes Obligations, in each case, on a ratable basis for each applicable holder of Credit Bid Indebtedness to the extent the Credit Bid Amount includes a portion but not all of New Money DIP Notes Obligations, Roll-Up Notes Obligations or Pre-Petition Secured Notes Obligations, as the case may be. For the avoidance of doubt, at any time, and from time to time, during the Auction, Purchaser may increase the Credit Bid Amount up to the full amount of the Credit Bid Indebtedness. Notwithstanding the foregoing, Purchaser may elect # with the consent of the DIP ABL Agent and the DIP ABL Lenders (each as defined in the DIP Order and to the extent required under the DIP ABL Loan Documents (as defined in the DIP Order)), to assume the DIP ABL Obligations and/or # with the consent of the agent and holders of New Money DIP Notes, to assume the New Money DIP Notes Obligations, in the case of either of the foregoing, # such obligations shall become Assumed Liabilities, # the Closing Date Payment shall be reduced dollar-for-dollar in the amount of the DIP ABL Obligations and/or New Money DIP Notes Obligations and # such assumed DIP ABL Obligations and/or New Money DIP Notes Obligations shall be treated as the equivalent of payment of such DIP ABL Obligations and/or New Money DIP Notes Obligations in cash. To the extent any amounts are borrowed or paid to Sellers for payment of the administrative claims set forth in [Schedule 3.1(a)] and such amounts are not used for such purpose at Closing or immediately following the Closing Date, such amounts shall be