ANY LAW OR THAT WOULD OTHERWISE PREVENT,
MATERIALLY IMPEDE OR MATERIALLY DELAY THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, UPON NOTICE THEREOF EACH PARTY SHALL PROMPTLY NOTIFY EACH
OF THE OTHER PARTIES HERETO AND SHALL USE ITS REASONABLE BEST EFFORTS TO RESOLVE
ANY SUCH OBJECTIONS OR SUITS WHICH, IN ANY CASE IF NOT RESOLVED, WOULD
REASONABLY BE EXPECTED TO PREVENT, MATERIALLY IMPEDE OR MATERIALLY DELAY THE
CONSUMMATION OF THE STANDBY PURCHASE OR THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY.
(D)
NOTHING IN THIS SECTION 5.2 SHALL REQUIRE THE STANDBY PURCHASERS
TO AGREE TO ANY CHANGE TO THE TERMS OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT,
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, THE AMENDED AND RESTATED
BY-LAWS OR THE PLAN, OTHER THAN TO FILL IN BLANKS FOR NAMES AND DATES AND OTHER,
SIMILAR ITEMS OF A MINISTERIAL NATURE.
IN THE EVENT THE OBLIGATIONS SET FORTH
IN THIS SECTION 5.2 REQUIRE ANY STANDBY PURCHASER TO (I) MAKE ANY PAYMENTS OF
ANY MONEY OR INCUR ANY LIABILITY FOR FEES, EXPENSES OR OTHERWISE TO ANY THIRD
PARTY (OTHER THAN ORDINARY COURSE FEES TO ADVISORS THAT WOULD BE INCURRED IN
CONNECTION WITH THIS AGREEMENT ABSENT THE OBLIGATIONS IN THIS SECTION 5.2) OR
(II) RESOLVE OBJECTIONS OR SUITS, LITIGATE OR DISPUTE ANY MATTER WITH A THIRD
PARTY, THE COMPANY SHALL REIMBURSE SUCH STANDBY PURCHASER FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING LEGAL FEES) ASSOCIATED THEREWITH
WITHIN 10 BUSINESS DAYS OF RECEIVING A REASONABLY DETAILED INVOICE FROM SUCH
STANDBY PURCHASER.
5.3
BANKRUPTCY MATTERS.
(A)
PROMPTLY AFTER THE DATE HEREOF, THE DEBTORS SHALL FILE THE PLAN
MODIFICATION WITH THE BANKRUPTCY COURT.
(B)
NO LATER THAN TWO BUSINESS DAYS AFTER THE DATE HEREOF, THE DEBTORS
SHALL COMMENCE THE SOLICITATION FOR THE PLAN ELECTION BY DISTRIBUTING TO THE
ELIGIBLE SUBSCRIBERS ELECTION FORMS APPROVED BY THE BANKRUPTCY COURT AND
CONTINUE SUCH SOLICITATION UNTIL THE PLAN ELECTION DEADLINE, AT WHICH TIME SUCH
ELECTION FORMS SHALL BE DUE.
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(C)
PAULSON SHALL HAVE THE RIGHT AT ANY TIME PRIOR TO THE PLAN
ELECTION DEADLINE TO ELECT TO EITHER (X) EXTEND THE ORIGINAL PLAN ELECTION
DEADLINE OR (Y) INCREASE THE SUBSCRIPTION PRICE AND EXTEND THE ORIGINAL PLAN
ELECTION DEADLINE, BY DELIVERING WRITTEN NOTICE TO THE COMPANY.
THE COMPANY
SHALL (I) WITHIN ONE BUSINESS DAY OF RECEIPT OF SUCH WRITTEN NOTICE ISSUE A
PRESS RELEASE CONCERNING PAULSON'S ELECTION AND POST A COPY OF SUCH PRESS
RELEASE, A COPY OF THE WRITTEN NOTICE OF SUCH ELECTION BY PAULSON AND A REVISED
ELECTION FORM FOR THE PLAN ELECTION, EACH IN A FORM ACCEPTABLE TO THE COMPANY
AND PAULSON, ON AND (II) WITHIN TWO BUSINESS DAYS OF SUCH
ELECTION BY PAULSON, TO HAVE KURTZMAN CARSON CONSULTANTS LLC ("KCC") MAIL TO ALL
ELIGIBLE SUBSCRIBERS A COPY OF THE WRITTEN NOTICE OF SUCH ELECTION BY PAULSON
AND A REVISED ELECTION FORM FOR THE PLAN ELECTION BY FIRST CLASS MAIL (EXCEPT
THAT SUCH MATERIALS WILL BE SENT TO THE BANKS, BROKERS, NOMINEES OR OTHER
HOLDERS OF THE CLASS 4 UNSECURED NOTE CLAIMS BY OVERNIGHT DELIVERY), WITH ALL
COSTS AND EXPENSES