of such Liabilities shall be Assumed Liabilities.
2.6
Modifications to Assets and Liabilities.
(A)
WITHIN 20 DAYS AFTER THE DATE HEREOF, THE
SELLERS SHALL PROVIDE THE PURCHASER WITH A SCHEDULE OF ANY CONTRACT TO WHICH ANY
SELLER IS A PARTY OR BY WHICH ANY SELLER IS BOUND OR TO WHICH ANY TRANSFERRED
ENTITY IS A PARTY OR BY WHICH ANY TRANSFERRED ENTITY IS BOUND (EACH A "SELLER
CONTRACT").
SUCH SCHEDULE SHALL INCLUDE ANY OUTSTANDING MONETARY AMOUNTS
(INCLUDING ANY CURE AMOUNTS) DUE, OR ANTICIPATED TO BE DUE AS OF CLOSING (WHICH
THE SELLERS SHALL ASSUME FOR PURPOSES OF CREATING THE SCHEDULES CONTEMPLATED BY
THIS SECTION 2.6(A) TO BE JANUARY 3, 2011 OR SUCH OTHER DATE MUTUALLY AGREED TO
BY SELLERS, ON THE ONE HAND, AND PURCHASER, ON THE OTHER HAND).
NO LATER THAN
30 DAYS PRIOR TO THE AUCTION DATE, SELLERS SHALL PROVIDE PURCHASER WITH AN
UPDATED SCHEDULE.
NO LATER THAN THREE BUSINESS DAYS PRIOR TO THE AUCTION DATE,
PURCHASER SHALL PROVIDE SELLERS WITH A LIST OF ALL SELLER CONTRACTS THAT AS OF
SUCH DATE PURCHASER HAS DETERMINED SHALL BE INCLUDED IN THE PURCHASED ASSETS (IT
BEING UNDERSTOOD AND AGREED THAT NOTHING IN THIS SECTION 2.6(A) SHALL LIMIT
PURCHASER'S ABILITY TO MODIFY SUCH DETERMINATION, INCLUDING DESIGNATING ANY SUCH
SELLER CONTRACTS OR ANY OTHER SELLER CONTRACTS AS EXCLUDED ASSETS OR DESIGNATING
SELLER CONTRACTS PREVIOUSLY DESIGNATED AS EXCLUDED ASSETS AS PURCHASED ASSETS IN
ACCORDANCE WITH SECTION 2.6(B)).
(B)
AT ANY TIME AND FROM TIME TO TIME PRIOR TO
THE DATE OF THE CONFIRMATION HEARING, PURCHASER MAY, WITHOUT THE APPROVAL OF THE
SELLERS, (I) DESIGNATE ANY ASSETS AND PROPERTIES OF SELLERS AS EXCLUDED ASSETS
AND (II) DESIGNATE ANY EXCLUDED ASSETS AS PURCHASED ASSETS; PROVIDED, THAT EACH
SELLER SHALL GIVE NOTICE TO ALL APPLICABLE PARTIES AS REQUIRED BY LAW WITH
RESPECT TO ANY SELLER CONTRACT THAT IS SUBSEQUENTLY DESIGNATED AS A PURCHASED
ASSET.
IN CONNECTION WITH EACH SUCH DESIGNATION, PURCHASER SHALL PROVIDE TO
SELLERS SUCH MODIFICATIONS TO EXHIBITS A-1, B-1 AND C-1 AND SCHEDULE 2.4
REQUIRED IN ORDER TO REFLECT SUCH DESIGNATION; PROVIDED, HOWEVER, THAT AFTER THE
DATE HEREOF PURCHASER MAY NOT DESIGNATE AS AN EXCLUDED ASSET ANY ASSETS AND
PROPERTIES THAT WOULD OTHERWISE BE AN EXHIBIT A PURCHASED ASSET OR AN EXHIBIT C
PURCHASED ASSET WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED CONSENTING
LENDERS (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED); PROVIDED, FURTHER, THAT THE CONSENT OF THE REQUIRED CONSENTING LENDERS
SHALL NOT BE REQUIRED FOR SUCH DESIGNATION IF A PERSON HAS A VALID AND PERFECTED
LIEN ON SUCH ASSETS AND PROPERTIES THAT IS SENIOR TO THE LIEN OF THE OPCO AGENT
GRANTED PURSUANT TO THE OPCO LOAN DOCUMENTS (AS IN EFFECT ON THE DATE HEREOF) ON
SUCH ASSETS AND PROPERTIES.
(C)
AT ANY TIME AND FROM TIME TO TIME PRIOR TO
THE DATE OF THE CONFIRMATION HEARING, PURCHASER MAY AMEND SCHEDULE 2.5 (WITHOUT
THE APPROVAL OF ANY SELLER OR REQUIRED CONSENTING LENDER) TO (I) ADD ANY
LIABILITIES OF SELLERS AS EXCLUDED LIABILITIES OR (II) TO REMOVE ANY LIABILITIES
OF