Resolution of Claims and Assumed Trade Creditor Liability Payments. Sellers, in consultation with Purchaser and the Committee, shall review, reconcile and, as needed, object and/or resolve any objections to any Priority Trade Claims or Non-Priority Trade Claims (such actions, the “Claims Reconciliation Process”) as promptly as practicable and no later than thirty (30) calendar days following the Closing Date (unless extended with the consent of Purchaser, Sellers and Committee), and, subject to the DIP Order, the costs to the estates of such actions shall be provided for and limited to the amounts set forth therefor in the Wind-Down Budget or paid from the Carve-Out. In no event will substantial completion of the claim reconciliation process extend beyond dismissal of the Chapter 11 Cases, unless otherwise agreed by Purchaser, Sellers and the Committee; provided, that to the extent the Allowed Amount of all Assumed Non-Priority Trade Claims is not determined by the date that the Chapter 11 Cases are dismissed, then Purchaser shall make an interim distribution to holders of the Assumed Non-Priority Trade Claims as to which the Allowed Amount has been determined (subject to any reserves that Purchaser establishes in its reasonable discretion in connection with any Assumed Non-Priority Trade Claims the Allowed Amount of which are not yet determined, with no amounts being distributed to holders of such claims until the full Allowed Amount of such claims is determined). The Committee will have standing to enforce the portion of the payments to be made on account of the Assumed Trade Creditor Liabilities that are due at (or as soon as practicable after) the later of the Closing and determination of the Allowed Amount of such Assumed Trade Creditor Liability until thirty (30) calendar days after the later of the Closing and the determination of the Allowed Amount of the applicable Assumed Trade Creditor Liability (but in no event after the dismissal of the Chapter 11 Cases and the resulting dissolution of the Committee). During such thirty (30) calendar day period, Purchaser will provide the Committee with information reasonably necessary to demonstrate compliance its payment obligations with respect to such Assumed Trade Creditor Liabilities.

“Assumed Trade Creditor Liabilities” means collectively, the Assumed Priority Trade Claims and the Assumed Non-Priority Trade Claims. For the avoidance of doubt, in no event shall the aggregate amount of the Assumed Trade Creditor Liabilities exceed ​ (subject to the terms and conditions set forth in this Agreement).

“Assumed Priority Trade Claims” means Priority Trade Claims: # as to each applicable creditor, an amount based upon the Allowed Amount of such Priority Trade Claim; and # in an aggregate amount not to exceed the Assumed Priority Trade Claims Settlement Amount, which shall be assumed by Purchaser in the following amounts and subject to the following terms, in each case, based upon the elections made by the holders of such Priority Trade Claims as of the Closing or such later date agreed to between Sellers and Purchaser but no later than dismissal of the Chapter 11 Cases (with each creditor being entitled to make only a single election, which

“Assumed Non-Priority Trade Claims Settlement Amount” means the Assumed Priority Trade Claims Settlement Amount minus all amounts paid or to be paid to holders of Assumed Priority Trade Claims, including the full amount of all deferred payments in connection therewith, provided, that the Assumed Non-Priority Trade Claims Settlement Amount shall not be less than ​.

the determination of the Allowed Amount of the applicable Assumed Trade Creditor Liability (but in no event after the dismissal of the Chapter 11 Cases and the resulting dissolution of the Committee). During such thirty (30) calendar day period, Purchaser will provide the Committee with information reasonably necessary to demonstrate compliance its payment obligations with respect to such Assumed Trade Creditor Liabilities.

As soon as practicable following the Closing, and no later than the dismissal of the Chapter 11 Cases or such later time consented to by the Committee and Purchaser, the Sellers shall provide to Purchaser and the Committee a schedule setting forth the Allowed Amounts of Assumed Priority Trade Claims and the Assumed Non-Priority Trade Claims as well as the elections made by holders of the Assumed Priority Trade Claims (as may be amended by Sellers from time to time consistent with the terms of this Agreement).

all of Seller’s claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to any Acquired Asset or any Assumed Liability, whether received as a payment or credit against future liabilities, including condemnation awards and cash payments under warranties to the extent such payments relate to Acquired Assets or Assumed Liabilities;

In each case, payments of such Assumed Priority Trade Claims will be made to the holder of the Assumed Priority Trade Claim as of the date Purchaser is obligated to make the applicable payment as set forth (and Purchaser may conclusively rely) on the claims register in effect on the date of such payment. To the extent that any credit insurer has insured any portion of an Assumed Priority Trade Claim, all of such insurer’s subrogation and contractual rights vis-à-vis the holder of such Assumed Priority Trade Claim shall be preserved (and all payments shall be subject to such subrogation and contractual rights), but in no event shall Purchaser have any obligations with respect to such insurer except to make payment on the Allowed Claim as set forth herein. Notwithstanding the foregoing, in the event following the Closing Purchaser fails to timely pay the holder of such Assumed Priority Trade Claim that elected any of the preceding options [(i)-(iii)])] in accordance with the terms elected by such holder, which failure to pay is not cured within seven (7) calendar days of Purchaser’s receipt of written notice (including email) of such failure, such holder shall be relieved of its obligation to provide Customary Trade Terms in accordance with the terms elected by such holder. Payments to be made at (or as soon as practicable after) the Closing or another fixed date, as prescribed by paragraphs [(i)-(iv)])], above,

“Customary Trade Terms” means the normal and customary trade terms, practices and programs (including credit limits, pricing rebates, cash discounts, timing of payments, coupon reconciliation and other applicable terms and programs) that were most favorable to the Target Entities and in effect between the vendors, suppliers and other trade creditors, on the one hand, and the Target Entities, on the other hand, at any time within the twenty-four (24) month period prior to the Petition Date or such other trade terms as agreed to by Sellers with the consent of Purchaser and the applicable vendor, supplier or other trade creditor. The Customary Trade Terms will provide for the provision of goods in volume and mix consistent with past practice. Vendors, suppliers and/or other trade creditors with a negotiated credit limit during the Chapter 11 Cases pursuant to a critical vendor agreement, as part of their agreement to Customary Trade Terms, agree that, upon (or prior to) Closing, such creditor will reevaluate the financial condition of Purchaser and the business, and shall consider in good faith appropriate extensions of payment terms and increases in credit lines (for the avoidance of doubt, the foregoing shall not alter the requirements specified in connection with the elections of holders of the Assumed Priority Trade Claims).

Other Product Liability Claims. To the extent either Party incurs any Losses arising from or in connection with any claim based on product liability with respect to the Products to the extent arising from the actions not subject to the indemnity obligation set forth in [Sections 13.1(a) and 13.1(b)])], above (“Product Claim”) such Losses shall be shared by the Parties during the Term in accordance with such Party’s Expense Allocation, determined at the effective date of such recovery. Neither Party shall enter into any settlement of a Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned.