EVENT THAT U.S. BUYER SHALL DETERMINE TO REJECT OR REFUSE
ASSIGNMENT OF ANY ASSUMABLE CONTRACT, U.S. BUYER SHALL HAVE NO OBLIGATIONS WITH
RESPECT TO SUCH ASSUMABLE CONTRACT, INCLUDING ANY OBLIGATION TO CURE ANY
DEFAULTS THEREUNDER.
ANY ASSUMABLE CONTRACT LISTED ON ANNEX B AT THE CLOSE OF
BUSINESS ON THE APPLICABLE ASSUMPTION DEADLINE SHALL BE AN ASSUMED CONTRACT
DESIGNATED TO BE ASSUMED AND ASSIGNED TO U.S. BUYER, WITH U.S. BUYER BEING
RESPONSIBLE FOR ALL CURE AMOUNTS ASSOCIATED THEREWITH.
U.S. BUYERS SHALL NOT BE
REQUIRED TO MAKE ANY PAYMENT FOR CURE AMOUNTS FOR ANY ASSUMABLE CONTRACTS
REMOVED FROM ANNEX B.
(III)
WITH RESPECT TO EACH ASSUMABLE CONTRACT
LISTED ON ANNEX B, AT THE APPLICABLE ASSUMPTION DEADLINE, SUBJECT TO THE
APPROVAL OF THE BANKRUPTCY COURT PURSUANT TO THE SALE ORDER, OR SUCH OTHER ORDER
OF THE BANKRUPTCY COURT AND/OR THE CONSENT OF THE APPLICABLE COUNTERPARTIES TO
THE EXTENT NECESSARY TO EFFECT THE ASSIGNMENT FOR SUCH ASSUMABLE CONTRACT IN ANY
CASE, U.S. SELLERS SHALL ASSUME AND ASSIGN TO U.S.
75
BUYER AND U.S. BUYER SHALL ASSUME FROM U.S. SELLERS ALL SUCH ASSUMABLE
CONTRACTS, UNLESS PREVIOUSLY REMOVED FROM ANNEX B PURSUANT TO THIS SECTION 5(J).
(IV)
U.S. SELLERS SHALL USE THEIR REASONABLE BEST
EFFORTS, INCLUDING THE FILING AND PROSECUTION OF ANY AND ALL APPROPRIATE
PROCEEDINGS IN THE BANKRUPTCY COURT, TO ESTABLISH THE CURE AMOUNT, IF ANY, FOR
EACH ASSUMABLE CONTRACT THAT BUYER ADDS TO ANNEX B FROM AND AFTER THE DATE
HEREOF.
ANY MOTIONS FILED WITH, AND ANY PROPOSED ORDERS SUBMITTED TO, THE
BANKRUPTCY COURT SEEKING AUTHORIZATION AFTER THE DATE HEREOF TO ASSUME OR REJECT
ANY CONTRACTS SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO U.S. BUYER.
TO THE
EXTENT THAT ANY COUNTERPARTY OBJECTS TO A PROPOSED CURE AMOUNT OR TO THE
ASSUMPTION AND ASSIGNMENT ON ANY OTHER GROUNDS (EACH, AN "OBJECTING
COUNTERPARTY"), U.S. SELLERS SHALL REASONABLY COOPERATE WITH U.S. BUYER TO
NEGOTIATE WITH SUCH OBJECTING COUNTERPARTY, INCLUDING ATTENDING MEETINGS AND
CONFERENCES WITH SUCH OBJECTING COUNTERPARTY AND ITS REPRESENTATIVES AS U.S.
BUYER REASONABLY REQUESTS, AND PROVIDING U.S. BUYER WITH REASONABLE ACCESS TO
THE BOOKS AND RECORDS OF U.S. SELLERS TO DEFEND THE PROPOSED ASSIGNMENT AND
ASSUMPTION AND CURE AMOUNT.
UNDER NO CIRCUMSTANCES SHALL U.S. SELLERS, WITHOUT
THE WRITTEN CONSENT OF U.S. BUYER, (A) COMPROMISE OR COMMENCE ANY ACTION WITH
RESPECT TO A NEGOTIATED CURE AMOUNT REQUIRED TO BE MADE UNDER THE BANKRUPTCY
CODE TO EFFECTUATE THE ASSUMPTION OF ANY ASSUMABLE CONTRACT, (B) AGREE TO ANY
OTHER AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS OF, OR WAIVERS WITH RESPECT TO,
ANY ASSUMABLE CONTRACT AS PART OF A NEGOTIATED CURE AMOUNT, OR (C) REJECT OR
TAKE ANY ACTION (OR FAIL TO TAKE ANY ACTION THAT WOULD RESULT IN REJECTION,
REPUDIATION OR DISCLAIMER BY OPERATION OF LAW) TO REJECT, REPUDIATE OR DISCLAIM
ANY ASSUMABLE CONTRACT.
(V)
AT THE APPLICABLE ASSUMPTION DEADLINE, TO
THE EXTENT NOT PREVIOUSLY PAID, U.S. BUYER SHALL CURE ANY MONETARY DEFAULTS
UNDER EACH ASSUMED CONTRACT BY PAYMENT OF ANY CURE AMOUNTS RELATED TO ASSUMED
CONTRACTS AS ORDERED BY THE BANKRUPTCY COURT, AND U.S. SELLERS SHALL HAVE NO