THE EVENT THAT A CONFIRMATION ORDER IS
APPLICABLE) OR THE 363 SALE MOTION (AS DEFINED BELOW)(IN THE EVENT THAT A SALE
ORDER IS APPLICABLE) TO ALL PARTIES WHO MAY CLAIM TO HAVE AN ENCUMBRANCE ON THE
PROPERTY OR ARE OTHERWISE REQUIRED TO BE GIVEN NOTICE UNDER THE BANKRUPTCY CODE.
IF THE CONFIRMATION ORDER IS NOT ENTERED ON OR BEFORE DECEMBER 15, 2005, BUYER,
IN ITS SOLE AND ABSOLUTE DISCRETION, MAY ELECT BY WRITTEN NOTICE DELIVERED TO
SELLER PRIOR TO THE ENTRY OF THE CONFIRMATION ORDER, TO REQUIRE SELLER TO FILE A
MOTION IN ITS BANKRUPTCY CASE TO SELL THE PROPERTY TO BUYER PURSUANT TO SECTION
363 OF THE BANKRUPTCY CODE AND THE TERMS OF THIS CONTRACT (A "363 SALE MOTION"),
SUCH 363 SALE MOTION TO BE FILED BY SELLER WITHIN FIVE (5) BUSINESS DAYS AFTER
RECEIPT OF BUYER'S WRITTEN NOTICE OF SUCH ELECTION.
THE 363 SALE MOTION SHALL
PROVIDE THAT, IN THE EVENT THAT BUYER IS NOT THE SUCCESSFUL BIDDER IN ANY
AUCTION CONDUCTED PURSUANT TO THE 363 SALE MOTION, BUYER SHALL BE ENTITLED TO A
TERMINATION PAYMENT IN THE AMOUNT OF FIVE HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($550,000.00).
SELLER SHALL USE REASONABLE EFFORTS TO OBTAIN AN
EXPEDITED HEARING WITH RESPECT TO ANY SUCH 363 SALE MOTION.
IF SELLER FAILS TO
TIMELY FILE THE 363 SALE MOTION OTHER THAN FOR REASONS THAT ARE OUTSIDE OF
SELLER'S AND/OR SELLER'S LENDERS' CONTROL (IN WHICH CASE SELLER SHALL FILE SUCH
363 SALE MOTION IMMEDIATELY UPON THE REMOVAL OF THE IMPEDIMENT TO FILING), IT
SHALL BE DEEMED TO HAVE REJECTED THIS CONTRACT AND SHALL BE REQUIRED TO PAY
LIQUIDATED DAMAGES TO BUYER PURSUANT TO SECTION 8.3 BELOW.
IN THE EVENT THAT
BUYER MAKES AN ELECTION IN ACCORDANCE WITH THE FOREGOING AND DIRECTS SELLER TO
FILE A 363 SALE MOTION, BUYER MAY ELECT, BY WRITTEN NOTICE TO SELLER
(A "363
CLOSING EXTENSION NOTICE") ON OR PRIOR TO DECEMBER 30, 2005, TO EXTEND THE
CLOSING DATE TO THE DATE THAT IS FIVE (5) BUSINESS DAYS AFTER THE SATISFACTION
OF THE CONDITION PRECEDENT SET FORTH IN SECTION 7.4(A)(IV) AND SECTION
7.4(B)(IV).
BUYER MAY SPECIFY IN ITS 363 CLOSING EXTENSION NOTICE A DATE WHICH
SHALL BE DEEMED THE OUTSIDE DATE FOR CLOSING (THE "363 OUTSIDE CLOSING DATE").
AT ANY TIME PRIOR TO THE BUSINESS DAY IMMEDIATELY PRECEDING THE 363 OUTSIDE
CLOSING DATE, IF THE CONDITION PRECEDENT SET FORTH IN SECTION 7.4(A)(IV) AND
SECTION 7.4(B)(IV) HAS NOT THEN BEEN SATISFIED,
BUYER SHALL HAVE THE RIGHT TO
DELIVER ONE OR MORE ADDITIONAL 363 CLOSING EXTENSION NOTICE(S) AND TO SPECIFY
THEREIN A NEW 363 OUTSIDE CLOSING DATE (BUT NOT BEYOND DECEMBER 31, 2006) AND
THE PROVISIONS OF THIS SENTENCE SHALL BE APPLICABLE WITH RESPECT TO SUCH NEW
DATE.
IN THE EVENT THAT (I) THE CLOSING DATE HAS NOT OCCURRED BY THE 363
OUTSIDE CLOSING DATE, (II) BUYER HAS NOT TIMELY EXTENDED SUCH DATE IN ACCORDANCE
WITH THE FOREGOING AND (III) NEITHER PARTY IS IN DEFAULT UNDER THIS CONTRACT,
THIS CONTRACT SHALL AUTOMATICALLY TERMINATE EFFECTIVE AT 11:59 PM CENTRAL
STANDARD TIME