(V) ANY NOTICE OF, OR OTHER COMMUNICATION RELATING TO, ANY DEFAULT UNDER OR
BREACH OF, OR EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD BECOME A
DEFAULT UNDER OR BREACH OF, ANY COMPANY AGREEMENT, (VI) ANY EMERGENCY OR OTHER
CHANGE IN THE ORDINARY COURSE OR IN THE OPERATION OF THE PROPERTIES OF THE
COMPANY, AND (VII) ANY COMPLAINTS, INVESTIGATIONS OR HEARINGS (OR COMMUNICATIONS
INDICATING THAT THE SAME MAY BE CONTEMPLATED) BY OR OF ANY GOVERNMENT AUTHORITY
OR ADJUDICATORY PROCEEDINGS INVOLVING ANY PROPERTY OF THE COMPANY, AND, IN THE
CASE OF ANY EVENT CONTEMPLATED BY CLAUSES (I) THROUGH (VII) WILL KEEP BUYER
FULLY INFORMED OF SUCH EVENT AND PERMIT BUYER AND ITS REPRESENTATIVES ACCESS TO
ALL MATERIALS PREPARED IN CONNECTION THEREWITH.
(B)
IF ANY CLAIM AGAINST THE COMPANY SHALL HAVE BEEN INSTITUTED BEFORE
ANY ARBITRATOR, COURT OR OTHER GOVERNMENT AUTHORITY TO RESTRAIN OR PROHIBIT, OR
TO OBTAIN DAMAGES IN RESPECT OF, THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR BY THE OTHER TRANSACTION DOCUMENTS, THEN THE COMPANY
SHALL (I) IN GOOD FAITH DEFEND AGAINST ANY SUCH CLAIM, (II) PROMPTLY PROVIDE
BUYER AND ITS COUNSEL WITH COPIES OF ALL DOCUMENTS IN ITS POSSESSION RELATING TO
SUCH CLAIM, (III) PRIOR TO FILING OR PROVIDING ANY DOCUMENT TO, OR HAVING
DISCUSSIONS WITH, A THIRD PARTY RELATING TO SUCH CLAIM, PROVIDE BUYER WITH A
REASONABLE OPPORTUNITY TO REVIEW, COMMENT ON AND APPROVE SUCH DOCUMENTS AND
ALLOW BUYER TO PARTICIPATE IN ANY SUCH DISCUSSIONS, AND (IV) NOT SETTLE ANY SUCH
CLAIM OR WAIVE OR RELEASE ANY RIGHTS WITH RESPECT TO SUCH CLAIM WITHOUT BUYER'S
PRIOR WRITTEN CONSENT.
(C)
BUYER SHALL PROMPTLY NOTIFY THE COMPANY AND THE COMPANY COMMITTEE
IF IT RECEIVES ANY FIRM INDICATION FROM THE BUYER COMMITTEE THAT THE BUYER
COMMITTEE OBJECTS TO ANY PROVISION OF THIS AGREEMENT, THE ALLOWED CLAIM OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
4.6
BANKRUPTCY PROCEEDINGS.
(A)
AS SOON AS REASONABLY PRACTICABLE AFTER THE DATE HEREOF (BUT NOT
LATER THAN JANUARY 22, 2007 WITH RESPECT TO THE PLAN AND JANUARY 23, 2007 WITH
RESPECT TO THE DISCLOSURE STATEMENT), THE COMPANY SHALL FILE WITH THE COMPANY
BANKRUPTCY COURT (I) A DISCLOSURE STATEMENT WITH RESPECT TO THE PLAN MEETING THE
REQUIREMENTS OF SECTION 1125(B) OF THE BANKRUPTCY CODE (THE "DISCLOSURE
STATEMENT"), AND (II) THE PLAN (IT BEING UNDERSTOOD AND AGREED THAT, PRIOR TO OR
AFTER THE FOREGOING FILINGS HAVE BEEN MADE, UPON BUYER'S REQUEST, THE COMPANY
SHALL, WITHIN THREE BUSINESS DAYS FOLLOWING SUCH REQUEST, FILE A MOTION WITH THE
COMPANY BANKRUPTCY COURT BINDING THE COMPANY TO ALL THE PROVISIONS OF THIS
AGREEMENT RELATING TO THE TERMINATION FEE).
THE COMPANY SHALL TAKE ALL
REASONABLY NECESSARY ACTIONS IN ORDER TO OBTAIN APPROVAL OF THE DISCLOSURE
STATEMENT AND CONFIRMATION OF THE PLAN AS REASONABLY
26
EXPEDITIOUSLY AS POSSIBLE.
THE PLAN, ANY AND ALL EXHIBITS AND ATTACHMENTS TO
THE PLAN, THE DISCLOSURE STATEMENT, AND THE ORDERS APPROVING THE SAME (INCLUDING
THE COMPANY CONFIRMATION ORDER) SHALL BE REASONABLY ACCEPTABLE, IN FORM AND
SUBSTANCE, TO BUYER, SHALL BE CONSISTENT WITH THE TRANSACTIONS CONTEMPLATED
HEREUNDER, AND SHALL