Course of Business consistent with the past
practices of the Sellers.
Purchaser agrees that none of the Sellers make any
representation or warranty that any party holding a reservation or agreement for
facilities or services shall utilize such reservation or honor such agreement.
Purchaser, by the execution hereof, solely assumes the risk of non-utilization
of reservations and non-performance of such agreements from and after the
Closing.
9.9
Debtor Contracts; Administrative Claims.
(A)
PRIOR TO THE AUCTION DATE, SELLERS SHALL FILE WITH THE BANKRUPTCY
COURT A SCHEDULE OF SUCH SELLER CONTRACTS WHICH PURCHASER HAS INDICATED PURSUANT
TO SECTION 2.6(A) THAT IT INTENDS TO (OR TO CAUSE A PURCHASING ENTITY TO)
ACQUIRE AND, IN THE CASE OF SELLER CONTRACTS TO WHICH A DEBTOR IS A PARTY OR
BOUND ("DEBTOR CONTRACTS"), ANY CURE AMOUNTS RELATING THERETO.
ANY DEBTOR
CONTRACTS ACQUIRED BY A PURCHASING ENTITY SHALL BE ASSUMED AND ASSIGNED PURSUANT
TO SECTION 365 OF THE BANKRUPTCY CODE.
ANY CURE AMOUNTS FOR DEBTOR CONTRACTS
ACQUIRED BY PURCHASING ENTITY PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO AND
DETERMINED IN ACCORDANCE WITH SECTION 9.9(B).
AT CLOSING, (AND AS REQUIRED IN
CONNECTION WITH THE CONFIRMATION HEARING), PURCHASER SHALL PROVIDE AND
DEMONSTRATE ADEQUATE ASSURANCE OF FUTURE PERFORMANCE WITH RESPECT TO THE DEBTOR
CONTRACTS TO BE ACQUIRED BY THE APPLICABLE PURCHASING ENTITY AT CLOSING.
(B)
THE CURE AMOUNTS, IF ANY, AS DETERMINED BY THE BANKRUPTCY COURT AT
THE CONFIRMATION HEARING (THE "CURE AMOUNTS"), NECESSARY TO CURE ALL DEFAULTS,
IF ANY, AND TO PAY ALL ACTUAL OR PECUNIARY LOSSES THAT HAVE RESULTED FROM SUCH
DEFAULTS UNDER THE DEBTOR CONTRACTS, SHALL BE PAID BY PURCHASER (PROVIDED THAT
PURCHASER MAY CAUSE TO BE PAID ALL OR A PORTION OF SUCH AMOUNTS OUT OF CASH AND
CASH EQUIVALENTS INCLUDED IN THE PURCHASED ASSETS OR OF A TRANSFERRED ENTITY),
AT THE CLOSING, AND NOT BY SELLERS AND SELLERS SHALL HAVE NO LIABILITY
THEREFOR.
SELLERS SHALL FILE A MOTION TO APPROVE PROCEDURES FOR THE ASSUMPTION
AND ASSIGNMENT OF DEBTOR CONTRACTS, AND GOVERNING OBJECTIONS TO ANY CURE
AMOUNTS, THAT SHALL BE APPROVED BY THE BANKRUPTCY COURT AT OR PRIOR TO THE
CONFIRMATION HEARING (THE "ASSUMPTION MOTION").
PURSUANT TO THE PROCEDURES
ESTABLISHED BY THE BANKRUPTCY COURT'S ORDER APPROVING THE ASSUMPTION MOTION, THE
SELLERS SHALL FILE A SCHEDULE OF THE DEBTOR CONTRACTS TOGETHER WITH ANY CURE
AMOUNTS RELATED THERETO AND SERVE SUCH SCHEDULE ON THE COUNTERPARTIES TO ANY OF
THE DEBTOR CONTRACTS PROPOSED TO BE ASSIGNED TO ANY PURCHASING ENTITY.
(C)
SELLERS SHALL PAY AND BE RESPONSIBLE FOR ANY UNPAID ADMINISTRATIVE
CLAIMS AGAINST THE DEBTORS AND THEIR RESPECTIVE ESTATES AS ALLOWED AND
DETERMINED UNDER THE BANKRUPTCY CODE AND THE PLAN.
9.10
Texas Station Ground Lease.
SCI shall not, and shall cause each of
its Subsidiaries not to, amend the Texas Station Ground Lease Agreement without
the prior written consent of the Required Consenting Lenders, such consent not
to be unreasonably withheld, conditioned or delayed.
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9.11
Restructuring.
Sellers shall take the following actions in the
sequence specified below:
(A)
PRIOR TO THE CLOSING, IN PARTIAL SATISFACTION