“New Money DIP Notes Documents” means the New Money DIP Note Purchase Agreement and the “Note Purchase Documents” as defined in the New Money DIP Note Purchase Agreement, as such Note Purchase Documents are amended, modified, supplemented or restated from time to time.

incurred by it relating to or in connection with any Security Document, the DIP Order, any DIP Document, or this Indenture;

“DIP Facility Lenders” means the Supporting Common Interest Holders, in their capacity as lenders party to the DIP Facility Loan Agreement.

“DIP Facility” means that certain $85 million multiple draw non-amortizing senior secured term loan debtor-in-possession credit facility under the DIP Facility Loan Agreement.

“Budget” shall mean any Annual Budget or any other budget approved by Newco.

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

“any Termination Event (as defined in the DIP Order) or any default or breach by the Company of any agreement entered into in connection with the New Money DIP Notes”

“(6) Liens securing the New Money DIP Notes; and

"Budget" means a Group budget for a particular Budget Year in a format approved from time to time by the Supervisory Board (save as otherwise provided in this Agreement);