WHICH WOULD REQUIRE THE PAYMENT OF ADDITIONAL CONSIDERATION BY
BUYER UNDER THE PLAN OR WHICH WOULD REDUCE OR IMPAIR THE TRANSFERRED ASSETS OR
INCREASE THE ASSUMED LIABILITIES.
(G)
IF AN ORDER, JUDGMENT OR RULING OF A COURT OF COMPETENT
JURISDICTION IN THE REORGANIZATION CASE IS ENTERED DENYING ENTRY OF (OR
VACATING), OR THAT IS INCONSISTENT WITH THE ENTRY OF, A CONFIRMATION ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G), SELLER AND BUYER WILL
COOPERATE AND OTHERWISE USE COMMERCIALLY REASONABLE EFFORTS TO PROSECUTE
DILIGENTLY THE ENTRY OF A CONFIRMATION ORDER SATISFYING THE
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condition set forth in Section 6.2(g). If the Confirmation Order or any other
orders of the Bankruptcy Court relating to this Agreement, the Disclosure
Statement, the solicitation of acceptances of the Plan or confirmation of the
Plan shall be appealed by any party (or a petition for certiorari or motion for
reconsideration, amendment, clarification, modification, vacation, stay,
rehearing or reargument shall be filed with respect to any such order), Seller
and Buyer will cooperate in taking such steps to prosecute diligently such
appeal, petition or motion, each of Seller and Buyer shall use commercially
reasonable efforts to obtain an expedited resolution of any such appeal,
petition or motion and any expenses incurred by Seller in connection therewith
shall be borne by Seller.
(H)
SELLER SHALL EITHER (I) (A) CAUSE THE SUBSIDIARIES OF SELLER
LISTED ON SCHEDULE 5.13(H) OF THE SELLER DISCLOSURE SCHEDULE OR ANY OTHER
NON-DEBTOR SUBSIDIARY OF SELLER THAT ACQUIRES ASSETS RELATED TO THE ACQUIRED
BUSINESS (THE "NON-DEBTOR SUBSIDIARIES") TO FILE A PETITION FOR RELIEF UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE (THE "ADDITIONAL REORGANIZATION CASE"),
(B) TAKE ALL STEPS REASONABLY NECESSARY TO OBTAIN APPROVAL BY THE BANKRUPTCY
COURT OF THE TRANSACTION AS IT RELATES TO THE NON-DEBTOR SUBSIDIARIES AND
(C) OBTAIN AN ADDITIONAL DISCHARGE FOR THE NON-DEBTOR SUBSIDIARIES, IN EACH CASE
AS EXPEDITIOUSLY AS POSSIBLE UNDER THE BANKRUPTCY CODE AND THE BANKRUPTCY RULES,
AND IN ANY EVENT PRIOR TO THE CLOSING, OR (II) SUBJECT TO THE PRIOR APPROVAL OF
THE BANKRUPTCY COURT, CAUSE EACH NON-DEBTOR SUBSIDIARY TO TRANSFER ANY ASSETS OF
SUCH NON-DEBTOR SUBSIDIARY TO A DEBTOR IN EXCHANGE FOR PAYMENT OF ADEQUATE
CONSIDERATION (PROVIDED, THAT SUCH TRANSFER SHALL BE REASONABLY SATISFACTORY TO
BUYER IN ALL MATERIAL RESPECTS AND SHALL RENDER SUCH ASSETS SUBJECT TO THE
DISCHARGE) (SUCH TRANSFER, A "NON-DEBTOR TRANSFER"). SELLER SHALL, AND SHALL
CAUSE EACH NON-DEBTOR SUBSIDIARY TO, (X) PROVIDE BUYER AND ITS COUNSEL WITH
COPIES OF ALL MATERIAL MOTIONS, APPLICATIONS, SUPPORTING PAPERS AND NOTICES
PREPARED BY SELLER OR SUCH NON-DEBTOR SUBSIDIARY (INCLUDING FORMS OF ORDERS AND
NOTICES TO INTERESTED PARTIES) RELATING IN ANY WAY TO AN ADDITIONAL
REORGANIZATION CASE OR NON-DEBTOR TRANSFER PRIOR TO THE FILING OF SUCH DOCUMENTS
AND (Y) PROVIDE BUYER, TO THE EXTENT PRACTICABLE, WITH A REASONABLE OPPORTUNITY
TO REVIEW AND COMMENT ON SAME. SELLER SHALL, AND SHALL CAUSE EACH NON-DEBTOR
SUBSIDIARY TO, CONSULT WITH BUYER PRIOR TO TAKING ANY ACTION IN OR WITH RESPECT
TO ANY ADDITIONAL REORGANIZATION CASE OR NON-DEBTOR TRANSFER. FOR PURPOSES OF
SECTIONS