BINDING
AND IN FULL FORCE AND EFFECT, CONFIRM THE PLAN PURSUANT TO SECTION 1129 OF THE
BANKRUPTCY CODE, APPROVE ALL DOCUMENTS AND ACTIONS NECESSARY TO IMPLEMENTATION
OF THE PLAN UNDER SECTION 1123(A) OF THE BANKRUPTCY CODE AND PROVIDE THAT THE
TRANSFER OF THE MEMBERSHIP INTEREST TO PURCHASER IS EXEMPT FROM TAX PURSUANT TO
SECTION 1146 (C) OF THE BANKRUPTCY CODE.
(E)
IN THE EVENT AN APPEAL IS TAKEN, OR A STAY PENDING APPEAL IS
REQUESTED OR RECONSIDERATION IS SOUGHT, FROM EITHER THE SALE PROCEDURES ORDER,
THE SALE ORDER, THE DISCLOSURE STATEMENT ORDER OR THE CONFIRMATION ORDER, SELLER
WILL IMMEDIATELY NOTIFY PURCHASER OF SUCH APPEAL OR STAY REQUEST AND WILL
PROVIDE TO PURCHASER WITHIN TWO (2) BUSINESS DAYS A COPY OF THE RELATED NOTICE
OF APPEAL OR ORDER OF STAY OR APPLICATION FOR RECONSIDERATION.
SELLER WILL ALSO
PROVIDE PURCHASER WITH WRITTEN NOTICE AND COPIES OF ANY OTHER OR FURTHER NOTICE
OF APPEAL, MOTION OR APPLICATION FILED IN CONNECTION WITH ANY APPEAL FROM OR
APPLICATION FOR RECONSIDERATION OF, ANY OF SUCH ORDERS AND ANY RELATED BRIEFS.
(F)
SELLER WILL NOTIFY, AS IS REQUIRED BY THE BANKRUPTCY CODE AND AS
MAY REASONABLY BE REQUESTED BY PURCHASER, ALL PARTIES ENTITLED TO NOTICE OF ALL
MOTIONS, NOTICES AND ORDERS REQUIRED TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE SALE PROCEDURES ORDER, THE
SALE ORDER, THE DISCLOSURE STATEMENT ORDER AND/OR THE CONFIRMATION ORDER, AS
MODIFIED BY ORDERS IN RESPECT OF NOTICE WHICH MAY BE ISSUED AT ANY TIME AND FROM
TIME TO TIME BY THE BANKRUPTCY COURT.
(G)
PURCHASER ACKNOWLEDGES THAT THE SALE OF THE MEMBERSHIP INTEREST AS
CONTEMPLATED BY THIS AGREEMENT IS SUBJECT TO BANKRUPTCY COURT APPROVAL AND TO
HIGHER AND BETTER COUNTEROFFERS AND THAT THE MEMBERSHIP INTEREST WILL BE SOLD TO
THE HIGHEST AND BEST BIDDER AT AN AUCTION TO BE CONDUCTED BY SELLER IN
CONNECTION WITH THE HEARING ON THE APPROVAL OF THE SALE ORDER (THE "AUCTION").
IN THE EVENT THAT THE HIGHEST AND BEST OFFER, AS DETERMINED BY SELLER IS
SUBMITTED AT THE AUCTION BY A PURCHASER OTHER THAN PURCHASER THAT (I) IS NOT
AFFILIATED WITH PURCHASER OR SELLER (AND SUCH PERSON IS NOT A CREDITOR OF SELLER
OR SELLER'S AFFILIATE), (II) SUBMITS TO SELLER A VALID,
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IRREVOCABLE OFFER TO PURCHASE THE MEMBERSHIP INTEREST ON THE SAME TERMS AS THIS
AGREEMENT (EXCEPT FOR THE PURCHASE PRICE, THE TERMS OF (I) THROUGH (IX) OF
SUBSECTION 7.15 (B), AND THE REASONABLE EXTENSION OF THE DATES SET FORTH IN
SUB-SECTIONS 12.01(A) (III), (IV), AND (VII) NECESSARY OR APPROPRIATE IN LIGHT
OF SUCH OVERBID) FOR A PURCHASE PRICE THAT EXCEEDS THE PURCHASE PRICE BY AT
LEAST FIVE HUNDRED THOUSAND DOLLARS ($500,000), NO LATER THAN FIVE (5) DAYS
PRIOR TO THE HEARING ON THE SALE ORDER, (III) EXECUTES ALL NECESSARY AND
APPROPRIATE DOCUMENTS, IN FORM AND SUBSTANCE ACCEPTABLE TO SELLER, TO
MEMORIALIZE THE SALE (THE "THIRD PARTY SALE") AND HAS THE FINANCIAL ABILITY TO
CONSUMMATE THE PURCHASE OF THE MEMBERSHIP INTEREST AND ITS OBLIGATIONS TO
PERFORM UNDER THE DEFINITIVE PURCHASE AND