NOT BE FILED UNTIL CONSENTED TO BY BUYER.
THE COMPANY
SHALL PROVIDE BUYER AND ITS COUNSEL WITH COPIES OF ALL MOTIONS, APPLICATIONS,
SUPPORTING PAPERS AND NOTICES PREPARED BY THE COMPANY RELATING TO THE APPROVAL
OF THE DISCLOSURE STATEMENT AND THE PLAN PRIOR TO THE FILING OF SUCH DOCUMENTS
AND SHALL PROVIDE BUYER WITH A REASONABLE OPPORTUNITY TO REVIEW, COMMENT ON AND
APPROVE SUCH DOCUMENTS.
THE PARTIES SHALL CONSULT WITH EACH OTHER PRIOR TO
TAKING ANY ACTION IN OR WITH RESPECT TO THE COMPANY CASE OR THE BUYER CASE THAT
IS REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON THE TRANSACTIONS CONTEMPLATED
HEREUNDER.
BUYER SHALL PROVIDE THE COMPANY WITH ALL INFORMATION CONCERNING
BUYER AND ITS AFFILIATES AS IS REQUIRED OR REASONABLY ADVISABLE TO BE INCLUDED
IN THE DISCLOSURE STATEMENT.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS
AGREEMENT, THE COMPANY CONFIRMATION ORDER SHALL FIND AND PROVIDE, AMONG OTHER
THINGS, THAT (I) THE COMPANY ASSETS SHALL BE TRANSFERRED TO REORGANIZED COMPANY
CONSISTENT WITH THIS AGREEMENT, (II) THE ONLY LIABILITIES ASSUMED BY REORGANIZED
COMPANY SHALL BE THE ASSUMED LIABILITIES AS PROVIDED IN THIS AGREEMENT, (III)
NONE OF REORGANIZED COMPANY, BUYER OR THEIR AFFILIATES IS ACQUIRING OR ASSUMING
THE EXCLUDED ASSETS, EXCLUDED LIABILITIES OR ANY OTHER PERSON'S LIABILITIES,
(IV) ALL ASSUMED CONTRACTS SHALL BE ASSUMED BY AND ASSIGNED TO REORGANIZED
COMPANY PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE AND ALL CURE AMOUNTS IN
RESPECT THEREOF SHALL BE THE RESPONSIBILITY OF THE COMPANY BANKRUPTCY ESTATE,
AND BUYER SHALL HAVE NO OBLIGATION TO PAY, OR HAVE ANY LIABILITY FOR, SUCH CURE
AMOUNTS, (V) THE CANCELLATION AND ISSUANCE SHALL BE EFFECTED, (VI) BUYER BE
GRANTED THE BUYER CLAIM, (VII) BUYER HAS ACTED IN GOOD FAITH WITHIN THE MEANING
OF SECTION 363(M) OF THE BANKRUPTCY CODE AND, AS SUCH, IS ENTITLED TO THE
PROTECTIONS AFFORDED THEREBY, (VIII) THE ALLOWED CLAIM AND THE FORWARD CONTRACT
SHALL BE APPROVED AND (IX) THIS AGREEMENT WAS NEGOTIATED, PROPOSED AND ENTERED
INTO BY THE PARTIES WITHOUT COLLUSION, IN GOOD FAITH AND FROM ARM'S LENGTH
BARGAINING POSITIONS.
THE COMPANY SHALL FILE, WITHIN TWO WEEKS FOLLOWING THE
FILING OF THE DISCLOSURE STATEMENT, A MOTION REQUESTING THAT THE COMPANY
BANKRUPTCY COURT ESTABLISH AN ADMINISTRATIVE CLAIM BAR DATE AND A CURE CLAIM BAR
DATE THAT CONFORM WITH SECTIONS 1.2, 1.46 AND 1.48 OF THE PLAN.
PRIOR TO THE
EFFECTIVE DATE (AS DEFINED IN THE PLAN) OF THE PLAN, THE PARTIES HEREBY AGREE TO
COMPLY WITH SECTIONS 1.43, 1.113, 6.5, 6.5.1 AND 6.5.2 OF THE PLAN.
(B)
BUYER SHALL, AS SOON AS REASONABLY PRACTICABLE AFTER THE DATE
HEREOF, BUT NOT LATER THAN 15 DAYS HEREAFTER, FILE WITH THE BUYER BANKRUPTCY
COURT A MOTION TO APPROVE THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING THE
ALLOWED CLAIM.
THE PROPOSED BUYER APPROVAL ORDER TO BE SUBMITTED WITH THE
MOTION SHALL BE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C.
(C)
EACH OF THE PARTIES SHALL USE REASONABLE BEST EFFORTS, AND
COOPERATE, ASSIST AND CONSULT WITH EACH OTHER, AS PROMPTLY AS PRACTICABLE, TO
SECURE APPROVAL OF THE DISCLOSURE STATEMENT, CONFIRMATION OF THE PLAN