THE EXPIRATION OF 150 DAYS FOLLOWING THE ENTRY OF AN ORDER,
JUDGMENT OR RULING BY A COURT OF COMPETENT JURISDICTION IN THE REORGANIZATION
CASE 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), THE
BANKRUPTCY COURT SHALL NOT HAVE THEREAFTER ENTERED A CONFIRMATION ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G); PROVIDED, HOWEVER, THAT
BUYER MAY ONLY TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 8.3(C)(II) IF
AT SUCH TIME IT WOULD NOT REASONABLY BE EXPECTED THAT A CONFIRMATION ORDER
SATISFYING THE CONDITION SET FORTH IN SECTION 6.2(G) SHALL BE ENTERED PRIOR TO
THE OUTSIDE DATE; OR
(D)
FOLLOWING (I) THE CONVERSION OF THE REORGANIZATION CASE INTO ONE
OR MORE CASES UNDER CHAPTER 7 OF THE BANKRUPTCY CODE OR (II) THE APPOINTMENT OF
A CHAPTER 11 TRUSTEE IN THE REORGANIZATION CASE;
provided, however, that the right to terminate this Agreement pursuant to
Section 8.4(a), (b) or (c) shall not be available to Buyer if as of such time it
is a Proximate Cause Party.
SECTION 8.5
EFFECT OF TERMINATION.
(A)
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ARTICLE VIII, THIS AGREEMENT SHALL THEREAFTER BECOME VOID AND HAVE NO
EFFECT, AND NO PARTY HERETO SHALL HAVE ANY LIABILITY TO THE OTHER PARTY HERETO
OR THEIR RESPECTIVE
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AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, EXCEPT FOR THE
OBLIGATIONS OF THE PARTIES HERETO CONTAINED IN THIS SECTION 8.5 AND IN SECTIONS
9.1, 9.4, 9.6, 9.7, 9.10, 9.11 AND 9.13 (AND ANY RELATED DEFINITIONAL PROVISIONS
SET FORTH IN ARTICLE I), AND EXCEPT THAT NOTHING IN THIS SECTION 8.5 SHALL
RELIEVE ANY PARTY FROM LIABILITY FOR ANY WILLFUL BREACH OF THIS AGREEMENT THAT
AROSE PRIOR TO SUCH TERMINATION.
(B)
IN THE EVENT THAT (I) THIS AGREEMENT IS TERMINATED BY SELLER
PURSUANT TO SECTION 8.2(A) PRIOR TO THE ENTRY OF A CONFIRMATION ORDER SATISFYING
THE CONDITION SET FORTH IN SECTION 6.2(G) WHICH HAS NOT BEEN VACATED BY A COURT
OF COMPETENT JURISDICTION AND BUYER IS NOT A PROXIMATE CAUSE PARTY AS OF THE
DATE OF SUCH TERMINATION, OR (II) THIS AGREEMENT IS TERMINATED (A) BY SELLER
PURSUANT TO SECTION 8.3(A), 8.3(C) OR 8.3(D) OR (B) BY BUYER PURSUANT TO SECTION
8.4(A) (BUT, WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER, ONLY
IN THE CASE OF A WILLFUL BREACH BY SELLER), 8.4(B) OR 8.4(C) EXCEPT, IN THE CASE
OF THIS CLAUSE (II)(B), IN THE EVENT THAT BUYER IS A PROXIMATE CAUSE PARTY AS OF
THE DATE OF SUCH TERMINATION, THEN SELLER SHALL PAY BUYER, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, A TERMINATION FEE OF $352,850,000 PAYABLE UPON THE
EARLIER OF CONSUMMATION OF AN ACQUISITION OR THE EFFECTIVE DATE OF A CHAPTER 11
PLAN OF SELLER AND/OR ONE OR MORE OF ITS AFFILIATES APPROVED BY THE BANKRUPTCY
COURT, WHICH PLAN INVOLVES A SUBSTANTIAL PORTION OF THE ASSETS OF SELLER AND ITS
AFFILIATES.
(C)
THE OBLIGATION OF SELLER TO PAY THE AMOUNT PAYABLE UNDER