"NOW THEREFORE, IT IS HEREBY ORDERED THAT:
1. Motion is Granted. The Sale Motion and the relief requested therein to the extent
not previously granted by this Court pursuant to the Bidding Procedures Order is granted and
approved solely to the extent set forth herein.
2. Findings of Fact and Conclusions. The Court’s findings of fact and conclusions
of law in the Bidding Procedures Order and the record of the hearing with respect to the Bidding
Procedures Order are incorporated herein by reference.
3. Objections Overruled. All objections, to the Sale Motion or the relief requested
therein, and any joinders thereto, that have not been withdrawn with prejudice, waived, settled, or
otherwise resolved as announced to the Court at the Sale Hearing or by stipulation filed with the
Court, and all reservations of rights included therein, are hereby overruled on the merits and with
prejudice; provided that the objections filed to the proposed Cure Costs for the Contracts and Leases on the Initial Assigned Agreements list attached hereto as Exhibit B are preserved and will
be treated in accordance with paragraph 29 of this Sale Order; provided further that: (i) all timely
filed objections to the assumption and assignment of a Contract or Lease that is not an Initial
Assigned Agreement, including, without limitation, as to adequate assurance of future
performance and to the payment of all amounts due and owing and performance of all other
obligations under a Contract or Lease, but not as to any other objections to approval of the Sale
Transaction itself pursuant to section 363 of the Bankruptcy Code, are adjourned and all parties’
rights as to such issues are fully preserved and will be determined if and to the extent the applicable
Contract or Lease is designated for assumption and assignment pursuant to the procedures
described in this Sale Order; (ii) no finding of fact or conclusion of law set forth herein with respect
to the assumption and assignment of the Initial Assigned Agreements shall apply, be binding upon,
be law of the case, or operate to collaterally estop any issue, with respect to the assumption and
assignment of any other Contract or Lease other than as provided in the last sentence of this
paragraph; (iii) no Contract or Lease with a Debtor other than the Initial Assigned Agreements as
set forth in Exhibit B shall be part of the Acquired Assets unless and until assumption and
assignment of such Contract or Lease is approved in accordance with the procedures in this Sale
Order; (iv) notwithstanding anything to the contrary herein (other than the last sentence of
paragraph 3 hereof), including, without limitation, paragraphs M, R, FF.27, and 28, nothing in this
Sale Order shall be a determination of the terms and conditions of the assumption and assignment
of any Contract or Lease not on Exhibit B, including, without limitation, the Assignee’s obligations
in connection with the same other than as provided in the last sentence of this paragraph; and
(v) notwithstanding anything herein (other than the last sentence of paragraph 3 hereof) or in the
Asset Purchase Agreement or any related document to the contrary, all parties’ rights are fullyreserved with respect to (x) all issues relating to the Buyer’s obligation to comply with all terms,
conditions, covenants and obligations, whether related to the pre- or post-assignment period and
(y) the issues set forth in clauses (a) and (b) of paragraph 59 of this Order (the “Reserved Lease
Issues”). All holders of Claims or other persons and entities (including any counterparties to Initial
Assigned Agreements identified on Exhibit B hereto) that failed to timely object, or withdrew their
objections to the Sale Motion, the Sale Transaction, or this Sale Order are deemed to consent to
the relief granted herein for all purposes, including pursuant to section 363(f)(2) of the Bankruptcy
Code, except to the extent that the procedures described herein provide otherwise. Each holder of
any Claim against the Debtors, their estates, or any of the Acquired Assets: (i) has, subject to the
terms and conditions of this Sale Order, consented to the Sale Transaction or is deemed to have
consented to the Sale Transaction; (ii) could be compelled, in a legal or equitable proceeding, to
accept money satisfaction of such Claim; or (iii) otherwise falls within the provisions of section
363(f) of the Bankruptcy Code. Notwithstanding anything to the contrary in this Sale Order, any
determination made by the Court in response to arguments made, including examination of
witnesses by objecting parties at the Sale Hearing shall be binding as to such objecting parties."
AI
