Common use of Auction Clause in Contracts

Auction. If at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. A. If at least one the Debtors receive two or more Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementBids, the Sellers shall Debtors will, unless otherwise ordered by the Bankruptcy Court, conduct an auction (the "AuctionAUCTION") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at Lenox Assets. In connection with the Auction. , the Debtors will provide each Qualifying Bidder that submitted a Qualified Bid with a summary of the material terms of each Qualified Bid no later than 4:00 p.m. (prevailing Eastern time) on _____, 2009. B. The Auction shall take place Auction, if required, will commence at 9:00 a.m.10:00 a.m. (prevailing Eastern time) on _____, on December 192009, 2003, or at the offices of Xxxxxxxx Chance US LLP or such later time or and at other place as the Sellers Debtors shall notify the Purchaser and all other Qualified Qualifying Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible all other Persons entitled to attend the Auction. At least two business days prior . C. Only the Debtors, Qualifying Bidders who have submitted Qualified Bids, the United States Trustee, the Term Loan Lenders, and the Committee, in each case with their respective advisors, will be entitled to attend, participate and be heard at the Auction; provided, each Qualified Bidder who has submitted however, that any financing contingency contained in a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest be either satisfied or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day waived prior to the Auction. Based upon the terms commencement of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information Auction as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior a condition to the start of the Auction, the Sellers will inform the Qualified Bidders participating participation in the Auction of the manner in which the Auction Qualified Bidder who made such Qualified Bid. Only Qualifying Bidders will be conducted. At entitled to make any subsequent Qualified Bids at the Auction. D. During the Auction, Qualified Bidders bidding will be permitted to increase their bids. The bidding at the Auction will start begin at the purchase price stated in the highest or otherwise best Qualified Bid, and the first bid and continue thereafter shall be at least $____ higher than such Qualified Bid. E. All subsequent bids will be made in minimum increments of at least $500,000 _____ (the "OVERBID INCREMENT") higher than the previous Qualified Bid. F. Subject to the Overbid Increments set forth herein, the Term Loan Lenders shall be permitted to increase their initial Qualified Bid by credit bidding up to the full amount of outstanding principal obligations under the Term Loan Agreement. G. Bidding at the Auction will continue until there are no further bids. As soon such time as practicable after the highest and best Qualified Bid (the "SUCCESSFUL BID") is selected as follows: immediately prior to conclusion of the Auction, the SellersDebtors, in after consultation with their financial and legal advisors the Term Loan Lenders and the AgentCommittee, shall will: (i) review each Qualified Bid on the basis of financial and contractual terms and the other factors relevant to (x) the determination of which transaction is in the best interests of the creditors and estates of the Debtors and their Affiliates, and (y) the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Sale, a transaction; and (ii) identify in the exercise of their business judgment, select the Successful Bid and the second highest or otherwise and best offer for the Business at the Auction Qualified Bid (the "Successful Bid" and the bidder making such bid, the "Successful BidderBACK-UP BID"). At Any Successful Bid must not be conditioned upon satisfaction of a financing contingency. H. Within two (2) Business Days after the Sale Hearingconclusion of the Auction, the Sellers shall present to Qualifying Bidder submitting the Bankruptcy Court for approval Successful Bid (the "SUCCESSFUL BIDDER") must supplement its Good Faith Deposit such that its Good Faith Deposit equals 10% of the cash portion of the Successful Bid; PROVIDED, HOWEVER, that if the Term Loan Lenders (or their designee) are the Successful Bidder, no deposit shall be required.

Auction. If at least one Qualified Bid is received, other On each of (i) the Distribution Date occurring in November of each year from and including November 2017 and (ii) any date after the Distribution Date occurring in November 2017 on which the Trustee receives an unsolicited bona fide offer to purchase all (but not less than that all) of the PurchaserMortgage Loans (each, which Sellers determinean "Auction Valuation Date"), after consultation with the Agent, is higher Trustee shall request that four independent financial advisory or investment banking or investment brokerage firms nationally recognized in the field of real estate analysis and otherwise better than reasonably acceptable to the bid Master Servicer provide the Trustee (at the expense of the Purchaser set forth Trust Fund) with an estimated value at which the Mortgage Loans and all other property acquired in respect of any Mortgage Loan in the Purchase AgreementTrust Fund could be sold pursuant to an auction. If the average of the three highest such estimates received equals or exceeds the aggregate amount of the Certificate Balances of all Certificates outstanding on the Auction Valuation Date, plus unpaid interest thereon, the Sellers anticipated Auction Fees, unpaid servicing compensation, unreimbursed Advances (together with interest thereon at the Advance Rate) and unpaid Trust Fund expenses, including accrued but unpaid Trustee Fees, the Trustee shall conduct an auction of the Mortgage Loans. The Trustee shall, in such case, appoint an auction agent to solicit offers from prospective purchasers, who must meet certain requirements described in this Agreement, to purchase all (but not less than all) of the Mortgage Loans and such property, for a price not less than an amount equal to the aggregate amount of the Certificate Balances of all Certificates outstanding as of the close of business on the closing date (the "AuctionAuction Closing Date"), plus unpaid interest thereon, the Auction Fees, unpaid servicing compensation, unreimbursed Advances (together with interest thereon at the Advance Rate) and unpaid Trust Fund expenses including accrued but unpaid Trustee Fees (the "Minimum Auction Price"). The Auction Closing Date shall be no earlier than the Distribution Date in February 2018. In determining the aggregate Certificate Balances of all Certificates, all Certificates owned by or on behalf of the Depositor, a property manager, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, a borrower or any affiliate thereof shall be included. The Trustee shall have no liability for actions of any auction agent appointed hereunder. If the Trustee receives no bids that are qualified pursuant to the terms of this Section, the Trust Fund shall not be terminated pursuant to these auction procedures. If the Trustee receives qualified bids, the Trustee shall accept the highest of such bids, notify the Depositor, the Master Servicer and the Special Servicer of the adoption of a plan of complete liquidation and shall sell the Mortgage Loans and such property to the successful bidder on or before the Remittance Date immediately preceding the third Distribution Date following the Auction Valuation Date (or such later Distribution Date determined by the auction agent appointed in accordance with the immediately preceding paragraph), but, in either event, no later than the Distribution Date which immediately precedes the date which is 90 days following the date of adoption of a plan of complete liquidation by the Trustee; provided, however, that no such sale shall be consummated unless the Trustee has received an Opinion of Counsel, obtained at the expense of the Trust Fund, to the effect that the resulting termination shall be a "qualified liquidation" under section 860F(a)(4) of the Code with respect to REMICs I, II and III. Such sale shall effect a termination of the Trust Fund and an early retirement of the then outstanding Certificates. The Trustee shall be entitled to be reimbursed from the Collection Account for expenses that it or any auction agent incurs in connection with an auction, including all fees and reasonable expenses of legal counsel and other professionals ("Auction Fees"). Any auction shall be conducted in accordance with auction procedures to be developed by the auction agent in connection with such auction, provided that such procedures shall include at a minimum provisions substantially to the effect that: (i) no due diligence of the Master Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's records with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will Mortgage Loans may be eligible to attend the Auction. At least two business days conducted by any bidder prior to the Auction, each Qualified Bidder who being notified that it has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer bid; (ii) the auction agent is entitled to require that the highest bidder provide a non- refundable good faith deposit sufficient to reimburse the Trustee and the auction agent for all Qualified Bidders who intend expenses in connection with the evaluation of such bid and in connection with such highest bidder's due diligence; (iii) each bidder may be required to participate in enter into a confidentiality agreement with the Auction at least one business day Master Servicer, the Special Servicer, the auction agent, the Trustee and the Fiscal Agent prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may being permitted to conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with due diligence; (iv) borrowers on any of the provisions of Mortgage Loans shall be prohibited from submitting bids; and (v) in the Bidding Proceduresevent that the highest bidder withdraws, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will next highest bidder shall be permitted to increase their bids. The bidding at conduct due diligence of the Auction will start at Master Servicer's, the purchase price stated in Special Servicer's, the Trustee's or the Fiscal Agent's records with respect to the Mortgage Loans as if it were the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidbidder.

Auction. If The Entrade auction technology is fully integrated into the transaction software. This means that auctions are easily set up for items already existing in the inventory and that items for auction can be made available for general purchase if they are not sold via auction, using the shared database. An item may also be available for general purchase at least one Qualified Bid is received, other than that the same time a portion of the Purchaserquantity is being auctioned. However, which Sellers determinethe auction technology may be employed without making any items available for general purchase, after consultation thus creating an wholly auction site. If a Buyer is only interested in items being auctioned, he can click on the Upcoming Auction or the Ongoing Auction links provided on the left of the screen. As an item that is put up for auction is also included in the entire catalog of inventory, a Buyer can also perform an advanced search across all catalogs and use only the purchase criteria of 'auction'. The resulting list will be all of the items currently being auctioned on the site. Items in the catalog that are being auction are flagged with the Agentfourth purchasing icon, a red gavel. The user then selects the desired item from the list and is higher directed to Item Information page, as in a regular transaction which shows all information about the auction, such as auction start and otherwise better than end time, starting bid, minimum bid, and whether the Seller has set a reserve price or not. If a Seller has set a reserve price, a high bid is not a winning bid until the Seller's reserve price is met. This screen will also show the list of all winning bids for the auction, and the form for the user to complete to place a bid. Placing Bids ------------ To place a bid, select your desired quantity and a price per unit you are willing to pay. The Allow Partial checkbox is an option that tells the system that you will accept a lesser quantity if you are outbid for a portion of this item. For example, you bid for a quantity of 50 at $5.00 and the next bidder bids for 30 at $6.00. Your quantity will be reduced to 20 at $5.00. The 'allow partial' option is checked by default. You also have the option of placing an Auto Bid amount. This tells the system to increase your bid automatically up to the amount you allocate if you have been outbid. Placing your bid takes you to the Auction Bid Information screen where you review the bid, billing and shipping information. This screen is the same as the Purchase Order screen for regular transactions but applies only to the auction bid being submitted at that time, not those items on your order worksheet that you may have purchased as cash, bulk, or open bid. After reviewing all the information on this screen, the user clicks a submit button, and at this point the bid is placed. Bid Status ---------- Successful - You have input a high bid. A high bid is not a winning bid until the Seller's reserve price is met. [Shown as a green circle icon]. Partially Successful - For partial high bid, the quantity in the bracket is the actual quantity committed. [Shown as a half colored green circle icon]. Unsuccessful - Your bid does not exceed the current high bid. [Shown as a red circle icon]. Outbid ------ If you are outbid in an auction, you will receive an email notification both to your personal email account and through the Communication module. The email tells you the minimum winning bid, your current bid, and gives you a direct link to the product Auction page to change the bid. Ongoing Auctions ---------------- You may view your active bids in the Administration Module as a Buyer or Seller. As a Buyer, the Buyer Ongoing Auction link will pull up a list of all bids you have placed on current auctions and details the product name, bid amount, quantity, rank of bid (successful, unsuccessful, or partially successful), and the time and date the auction closes. Clicking on the Product ID number will bring up the full details of the Purchaser set forth auction. The Buyer Auction History link will give you a list of all completed auction transactions. As a Seller, you may also view your auctions in the Administration Module. The Seller Ongoing Auction link will pull up a list of all the items you currently have available for auction and detail the product name, current high bid, and the closing date and time. This list will also include details of Upcoming Auctions. The Seller Auction History link will list all your closed auctions and details the product name, the high bid, the closing date and time, and the ranking status of the auction (successful, unsuccessful, partially successful). Clicking on the Product ID number will bring up the full details of the auction and will also provide a link to orders generated on successful auctions. There are also two links provided in brackets that will allow you to view Ongoing Auctions and Upcoming Auctions that can be sorted by Name, starting time, closing time, starting bid, or quantity. The Upcoming Auction link also has an option that can notify you when the auction has started through an email notification that provides a direct link to the auction. Closed Auctions --------------- Once the auction ends, winning bids will be stored in your Outstanding Purchases as a regular transaction, pending the closing of the sale by the Seller. Once closed by the Seller, you can view the history of the bid in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies History of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful BidAdministration module.

Auction. If The Auction shall be governed by the following procedures: (A) Only representatives of Seller, Purchaser, any creditors’ committee (if appointed) and Qualifying Bidders may participate at the Auction; (B) Only Purchaser and other Qualifying Bidders shall be entitled to make any subsequent bids at the Auction; (C) Each Qualifying Bidder shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the sale; (D) Bidding shall commence at the amount of the highest and/or best Qualifying Bid submitted by the Qualifying Bidders prior to the Auction; (E) Qualifying Bidders or Purchaser (if not the highest and/or best bidder) may then submit successive bids in increments of at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is $100,000 higher and otherwise better than the bid at which the Auction commenced and then continue in minimum increments of at least $100,000 higher than the previous bid; (F) The Auction shall continue until there is only one offer that Seller determines, subject to Bankruptcy Court approval, is the highest and best offer submitted at the Auction from among the Qualifying Bidders and Purchaser (the “Successful Bid”). The bidder submitting such Successful Bid shall become the “Successful Bidder,” and shall have such rights and responsibilities of the Purchaser purchaser, as set forth in the applicable Modified Asset Purchase Agreement. For purposes of determining the Successful Bid, any overbid submitted by Purchaser shall be deemed to include the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies full amount of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the AuctionBreak-Up Fee and Expense Reimbursement. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start Within three days after adjournment of the Auction, the Sellers will inform Successful Bidder shall complete and execute all agreements, contracts, instruments and other documents evidencing and containing the Qualified Bidders participating in the Auction of the manner in terms and conditions upon which the Auction will be conductedSuccessful Bid was made. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable Bids made after the conclusion close of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, Auction shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to not be considered by the Bankruptcy Court for approval the Successful BidCourt.

Auction. If Kinark acknowledges that this Agreement is subject to the approval of the Court after the filing by the Trustee of a Return of Sale for both Trusts and after a published public notification (the "Court Approval"). The terms of the Court Approval below and the terms of Article VIII hereof are also subject to approval by the Court. The obligations of Kinark to Close as contemplated by Section 4.3 hereof are subject to the condition that the Court Approval shall be conducted according to the following terms and that no bid that competes with Kinark's offer, if any, to purchase the Stock (each a "Competing Bid") shall be recommended by the Trustee for the Court's acceptance or approval except upon the following terms (the "Bidding Process"): (i) The first Competing Bid shall provide for aggregate consideration of at least one Qualified Bid is received, other than that ten percent (10%) plus the costs of a new sale (estimated to be $115,000,00) over the Purchaser, which Sellers determine, after consultation with Purchase Price on the Agent, is higher and otherwise better than the bid of the Purchaser terms set forth in Article I hereof, All Competing Bids shall be for cash and no other form of consideration; (ii) Each additional Competing Bid shall provide for aggregate consideration of at least two percent (2%) of the Purchase AgreementPrice above the last Competing Bid; (iii) Within three (3) days before the Court Approval hearing, the Sellers shall conduct an auction (the "Auction") with respect if not sooner pursuant to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of Section 8.1. all proponents of Competing Bids ("Competing Bidders") shall be required to deposit as an exxxxxx money deposit at least $50,000.00 in cash or by bank cashier's check as directed by the Qualified Bids receivedTrustee; (iv) All Competing Bidders shall be required to enter into an agreement to buy the Stock on substantially the same terms as this Agreement, the number of Qualified Bidders participating in the Auctionexcept this Section 4.4(f), Article VIII, and such other information as all the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals due diligence rights of the bidding process and that are purchaser herein shalt not inconsistent with any of be included in said agreement; (v) All Competing Bidders must have completed their due diligence before midnight on the provisions of third day preceding the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior Approval hearing; and (vi) All Competing Bidders must prove to the start of Trustee's and the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted Trusts' satisfaction their financial ability to increase their bids. The bidding at the Auction will start at pay the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful BidClosing.

Auction. If The Entrade auction technology is fully integrated into the transaction software. This means that auctions are easily set up for items already existing in the inventory and that items for auction can be made available for general purchase if they are not sold via auction, using the shared database. An item may also be available for general purchase at least one Qualified Bid is received, other than that the same time a portion of the Purchaserquantity is being auctioned. However, which Sellers determinethe auction technology may be employed without making any items available for general purchase, after consultation thus creating an wholly auction site. If a Buyer is only interested in items being auctioned, he can click on the Upcoming Auction or the Ongoing Auction links provided on the left of the screen. As an item that is put up for auction is also included in the entire catalog of inventory, a Buyer can also perform an advanced search across all catalogs and use only the purchase criteria of 'auction'. The resulting list will be all of the items currently being auctioned on the site. Items in the catalog that are being auction are flagged with the Agentfourth purchasing icon, a red gavel. The user then selects the desired item from the list and is higher directed to Item Information page, as in a regular transaction which shows all information about the auction, such as auction start and otherwise better than end time, starting bid, minimum bid, and whether the Seller has set a reserve price or not. If a Seller has set a reserve price, a high bid is not a winning bid until the Seller's reserve price is met. This screen will also show the list of all winning bids for the auction, and the form for the user to complete to place a bid. (a) Placing Bids To place a bid, select your desired quantity and a price per unit you are willing to pay. The Allow Partial checkbox is an option that tells the system that you will accept a lesser quantity if you are outbid for a portion of this item. For example, you bid for a quantity of 50 at $5.00 and the next bidder bids for 30 at $6.00. Your quantity will be reduced to 20 at $5.00. The 'allow partial' option is checked by default. You also have the option of placing an Auto Bid amount. This tells the system to increase your bid automatically up to the amount you allocate if you have been outbid. Placing your bid takes you to the Auction Bid Information screen where you review the bid, billing and shipping information. This screen is the same as the Purchase Order screen for regular transactions but applies only to the auction bid being submitted at that time, not those items on your order worksheet that you may have purchased as cash, bulk, or open bid. After reviewing all the information on this screen, the user clicks a submit button, and at this point the bid of is placed. (b) Bid Status Successful - You have input a high bid. A high bid is not a winning bid until the Purchaser set forth in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionSeller's reserve price is met. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place [Shown as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidgreen circle icon].

Auction. If at least one Qualified Bids are received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Seller will conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionTransaction. The Auction shall take place at 9:00 a.m.THE AUCTION SHALL TAKE PLACE AT 10:00 A.M. (NEW YORK TIME) ON [NOVEMBER 30], on December 192001 AT THE OFFICES OF MILBANK, 2003TWEED, at the offices of Xxxxxxxx Chance US LLP or such later HADLEY & MCCLOY LLP, 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK 10000 xx xuch xxxxx time or other place as the Sellers shall notify the Purchaser and all other Qualified xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxx Xxalified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth aboveBids. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends will be eligible to participate in at the Auction. Sellers shall provide copies Only the authorized representatives of each of the Qualified Bid which Bidders, the Committees, Purchaser and Sellers believe is the highest or otherwise best offer shall be permitted to all Qualified Bidders who intend to participate in the Auction at least one business day prior to attend the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will shall start at the purchase price stated in the highest or otherwise best bid Qualified Bid, as determined in the Sellers' sole discretion, after consultation with the Committees, and as disclosed to all Qualified Bidders prior to commencement of the Auction, and continue in increments of at least Five Million Dollars ($500,000 until there are no further bids5,000,000.00). As soon as practicable after Immediately prior to the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the AgentCommittees, shall (i) review each Qualified Bid on the basis of its financial and contractual terms and the factors relevant to the sale processprocess and the best interests of the Sellers' estates, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, financing contingencies, and antitrust and competition law considerations, (ii) identify the highest or otherwise best offer for the Business at the Auction Transaction (the "Successful Bid" "), and (iii) identify the bidder making such bid, next highest or otherwise best offer after the Successful Bid (the "Successful BidderNext Highest Bid"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least one or more Qualified Bids is received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Debtors may conduct an auction (the "Auction") with respect Auction to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is determine the highest or otherwise best offer Qualified Bid or combination of Qualified Bids. The Debtors will have the right, in consultation with the Consultation Parties, to adjourn or cancel the Auction at any time either by delivering notice of such adjournment or cancellation to all Qualified Bidders who intend or announcing such adjournment or cancellation on the record before the Court or on the record at the Auction(s); provided further, that the Debtors will have the right to participate conduct any number of Auctions on such date to accommodate Qualified Bids for certain, but less than all, of the Assets and/or Reorganized Equity if the Debtors determine, in consultation with the Consultation Parties, that such process would be in the best interest of the Debtors’ estates. The Debtors will confirm to all Qualified Bidders that submitted Qualified Bids the time and place of the Auction and any adjournments thereof. The Qualified Bid or combination of Bids selected by the Debtors, in consultation with the Consultation Parties, as the highest or best Bid or combination of Bids following the Bid Deadline, and before the start of the Auction, will be identified to all other Qualified Bidders at least or before the start of the Auction (the “Baseline Bid”). The Debtors will provide copies of the documents supporting the Baseline Bid to all Qualified Bidders and the Consultation Parties as soon as practicable after the Bid Deadline and in any event no later than one business day prior to the commencement of the Auction. Based upon The Debtors’ determination of which Qualified Bid constitutes the terms Baseline Bid shall take into account any factors the Debtors, in their business judgment and in consultation with the Consultation Parties, deem relevant to the value of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior Bid to the start of Debtors’ estates. If the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the SellersDebtors, in consultation with their financial and legal advisors and the AgentConsultation Parties, shall (i) review each determine that they have received no Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale processBids, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at then the Auction (will not occur. If the "Successful Bid" and Debtors make such a determination, the bidder Debtors shall file a notice with the Court within one business day of making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Biddetermination.

Auction. If If, at least one Qualified Bid is receivedany time after February 28, other than that 2001, the CEOs are unable to resolve a Deadlock within thirty (30) days of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid delivery of the Purchaser memoranda described in Section 11.2, either Member (the "Auctioning Member") may provide written notice (the "Auction Notice") to the other Member stating that it wishes to buy from the other Member (the "Receiving Member") all of the Membership Interests held by such Receiving Member, at the price set forth in the Purchase AgreementAuction Notice; provided, that such price shall be no less than the price set forth on Schedule 11.3. 11.3.1. Within ten (10) days of its receipt of an Auction Notice, the Sellers Receiving Member shall conduct an auction provide written notice to the Auctioning Member whether it (a) accepts the offer (the "AuctionNotice of Acceptance") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior Notice, in which case the Receiving Member shall sell to the Auction. Based upon Auctioning Member, and the Auctioning Member shall purchase from the Receiving Member, all of the Membership Interests of the Receiving Member on the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating set forth in the Auction Notice, such purchase and sale to take place on the later of (x) the day which is thirty (30) days after receipt of the manner Notice of Acceptance or (y) the day all regulatory approvals are received, or (b) rejects the offer (the "Notice of Rejection") but offers to purchase the Membership Interests of the Auctioning Member at a price set forth in the Notice of Rejection, which price shall represent an increase of at least five percent (5%) (with such increase to be calculated assuming that the Auction will be conducted. At auction contemplated by this Section 11.3 was for the Auction, Qualified Bidders will be permitted purchase of one hundred percent (100%) of the Membership Interests of the Company) as compared to increase their bids. The bidding at the Auction will start at the purchase price stated set forth in the highest Auction Notice. 11.3.2. The Auctioning Member shall have ten (10) days after receipt of a Notice of Rejection to provide the Receiving Member with a Notice of Acceptance or otherwise best bid and continue in increments a Notice of $500,000 until there are no further bids. As soon as practicable after Rejection, which shall set forth a price, which price shall represent an increase of at least five percent (5%) (with such increase to be calculated assuming that the conclusion auction contemplated by this Section 11.3 was for the purchase of one hundred percent (100%) of the Auction, Membership Interests of the Sellers, in consultation with their financial and legal advisors and the Agent, shall (iCompany) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant as compared to the sale process, including, without limitation, those factors affecting purchase price set forth in the speed and certainty Notice of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction Rejection it received. 11.3.3. The process set forth above shall continue until one Member (the "Successful Bid" and Seller") sends the bidder making such bid, other Member (the "Successful BidderBuyer"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.) a

Auction. If at least one Qualified Bids are received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Seller will conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionTransaction. The Auction shall take place at 9:00 a.m.THE AUCTION SHALL TAKE PLACE AT 10:00 A.M. (WILMINGTON, on December 19DELAWARE TIME) ON (i) JANUARY 9, 2004, IF THE BID PROCEDURES HEARING IS ON OR BEFORE DECEMBER 11, 2003; OR (ii) JANUARY 14, 2004, IF THE BID PROCEDURES HEARING IS AFTER DECEMBER 11, 2003, at the offices of Xxxxxxxx Chance US LLP or such AT THE OFFICES OF MORRIS NICHOLS ARSHT & TUNNELL, 1201 NORTH MARKET STREET, WILMINGTON, XXXXXXXX xx xxch later time or other place as the Sellers shall notify the Purchaser and all other Qualified xxxx xx oxxxx xxxxx xx xxx Xxxxxx xxxxx xxxxxx xxx Xxxxified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth aboveBids. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends will be eligible to participate in at the Auction. Sellers shall provide copies Only the authorized representatives of each of the Qualified Bid which Sellers believe is Bidders, the highest or otherwise best offer Committee, the Purchaser and the Seller shall be permitted to all Qualified Bidders who intend to participate in the Auction at least one business day prior to attend the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will shall start at the purchase price stated in the highest or otherwise best bid Qualified Bid, as determined by the Seller, after consultation with legal and financial advisors and the Committee, and as disclosed to all Qualified Bidders prior to the commencement of the Auction, and continue in increments of at least one million dollars ($500,000 until there are no further bids1,000,000). As soon as practicable after Immediately prior to the conclusion of the Auction, the SellersSeller, in consultation with their its financial and legal advisors and the AgentCommittee, shall (i) review each Qualified Bid on the basis of its financial and contractual terms and the factors relevant to the sale processprocess and the best interests of the Seller's estates, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, the adequacy of the consideration offered (including liquidity of any equity component), finance and other contingencies, and antitrust and competition law considerations, and (ii) identify the highest or otherwise best offer (based upon all relevant information) for the Business at the Auction Transaction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least one After all Qualified Bids have been received, the Debtors shall conduct the Auction. At the Auction, the Debtors will announce what they believe to be the highest or best Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place commence at 9:00 a.m.10:00 a.m. (New York City time ) on November 17, on December 192005 at Proskauer Rose LLP, 20030000 Xxxxxxxx, at the offices of Xxxxxxxx Chance US LLP Xxx Xxxx, Xxx Xxxx 00000, or such later time or other place as agreed to by the Sellers shall notify Proposed Buyer and the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in Debtors. The Auction may be adjourned or rescheduled without further notice by an announcement of the Auction, as set forth above. Only Qualified Bidders will be eligible to attend adjourned date at the Auction. At least two business days prior to the Auction, each Only a Qualified Bidder who has submitted a Qualified Competing Bid must inform the Sellers whether it intends is eligible to participate in at the Auction. Sellers During the Auction, bidding shall provide copies of the Qualified Bid which Sellers believe is begin initially with the highest or otherwise best offer to all Qualified Bidders who intend to participate Competing Bid; and subsequently continue in the Auction minimum increments of at least one business day prior Two Hundred Thousand Dollars ($200,000) higher than the previous bid. The Auction shall conclude after each participating bidder has had an opportunity to the Auction. Based upon the terms submit an additional subsequent bid, after being advised of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the then highest or otherwise best bid and continue in increments shall run continuously until completed, as determined by the Debtors. Any overbid (including any subsequent overbids) submitted by the Proposed Buyer during the course of $500,000 until there are no further bidsthe Auction shall be credited with an amount equal to the sum of the Break- Up Fee and the Expense Reimbursement. As soon as practicable after the Upon conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, Debtors shall (i) review each Qualified Bid on the basis of financial and contractual terms and any other factors the factors Debtors deem relevant to the sale processof the Assets, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, Sale Transaction and (ii) identify the highest or otherwise best offer bid for the Business at the Auction Assets (the "“Successful Bid" and ”). Notwithstanding anything to the bidder making such bidcontrary, in the event no Qualified Competing Bids are received by the Bid Deadline, the "Successful Bidder"). At Debtors shall not be required to conduct an Auction and in such event, the Debtors shall proceed with the approval of the Purchase Agreement with the Proposed Buyer at the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If In the event that the Debtors timely receive at least one two (2) Qualified Bid is receivedBids, other than the Debtors shall conduct an Auction with respect to the Sale Assets, unless the Debtors, after consultation with the Creditors¶ Committee, determine in the reasonable exercise of their business judgment, that the Qualified Bids are inadequate and unacceptable and that cancelling the Auction, if held, would be in the best interest of the PurchaserDebtors, which Sellers the estates and creditors. The Auction will take place starting on December 15, 2008 at 10:00 a.m. The Auction will be conducted at the offices of Cole, Schotz, Meisel, Xxxxxx & Xxxxxxx, P.A., 0000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, or such other location as designated by the Debtors in a notice to all Qualified Bidders. The Auction shall be governed by the following procedures: i. Qualified Bidders shall appear in person at the Auction, or through a duly authorized representative. ii. The Auction will be conducted as a public proceeding so that all creditors and parties in interest may attend. iii. Only Qualified Bidders shall be entitled to participate in the Auction and make subsequent bids at the Auction. iv. Each Qualified Bidder shall be required to confirm that it has not engaged in any collusion with respect to the bidding or the sale. v. Prior to the commencement of the Auction, the Debtors shall notify the Qualified Bidders of the amount of the highest bid, as determined by the Debtors (the ³Initial Highest Bid´). Qualified Bidders must submit bids in minimum increments of at least $100,000 higher than the Initial Highest Bid, and each subsequent bid thereafter. vi. All Qualified Bidders shall have the right to submit additional bids and make additional modifications to its Modified Asset Purchase Agreement at the Auction. vii. The Auction will be conducted so that each Qualified Bidder will be informed of the terms of the previous bid. viii. The Auction shall continue until there is only one offer that the Debtors determine, after consultation with the Agent, is higher and otherwise better than the bid Bank of the Purchaser set forth in the Purchase AgreementAmerica, the Sellers shall conduct an auction (Creditors¶ Committee, and the "Auction") with respect Customers subject to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m.Court approval, on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise and best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business submitted at the Auction (the "Successful ³Successful Bid" ´). In making this decision, the Debtors may consider, without limitation, the amount of the purchase price, the form of consideration being offered, the likelihood of the bidder¶s ability to close a transaction and the bidder making such bidtiming thereof, the "Successful Bidder"). At number, type and nature of any changes to the Sale HearingAsset Purchase Agreement requested by each bidder, the Sellers shall present net benefit to the Bankruptcy Court for approval Debtors¶ estates, the views of Bank of America, the Creditors¶ Committee and the Customers, and other material differences between or among Modified Asset Purchase Agreements. In the event the Debtors determine, after consultation with Bank of America, the Creditors¶ Committee and the Customers, that the Successful BidBid is adequate and that acceptance of the Successful Bid would be in the best interest of creditors and the Debtors¶ estates, then upon such determination the bidder submitting the Successful Bid shall become the ³Successful Bidder.´

Auction. If the Seller receives at least one Qualified Bid or combination of Qualified Bids which the Seller determines is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is or are higher and or otherwise better than the bid of the Purchaser set forth in the Purchase this Agreement, the Sellers Seller shall conduct an auction (the "Auction") with respect to of the Acquired Assets and the Business and provide upon notice to the Purchaser and all Qualified Bidders who have submitted Qualified Bids at 10:00 a.m. (Eastern Time) on or before the opportunity to submit additional bids at tenth (10th) business day following the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, expiration of the Bid Deadline at the offices of Xxxxxxxx Chance US LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx, Four Times Square, New York, New York 10036-6522 or such later time or other place as the Sellers Seller shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent (but in no event later than the second (2nd) business day prior to participate the Sale Hearing), in accordance with the following procedures: (i) Only the Seller, the Purchaser, counsel for the Seller's secured lenders, counsel for the Official Committee of Unsecured Creditors in the Auction, as set forth above. Only Chapter 11 Case and any Qualified Bidders will who have timely submitted Qualified Bids shall be eligible entitled to attend the Auction. , and only the Purchaser and such Qualified Bidders shall be entitled to make any additional bids ("Subsequent Bids") at the Auction; (ii) At least two (2) business days prior to the Auction, each Qualified Bidder who has timely submitted a Qualified Bid must inform the Sellers Seller whether it intends to participate in the Auction and at least one (1) business day prior to the Auction. Sellers , the Seller shall provide copies of the Qualified Bid or combination of Qualified Bids which Sellers believe the Seller believes is the highest or otherwise best offer to all Qualified Bidders who intend have informed the Seller of their intent to participate in the Auction at least one business day prior Auction; (iii) All bidders shall be entitled to be present for all Subsequent Bids with the understanding that the true identity of each bidder shall be fully disclosed to all other bidders and that all material terms of each Subsequent Bid will be fully disclosed to all other bidders throughout the entire Auction. Based upon The Seller may employ and announce at the terms of Auction additional procedural rules that are reasonable under the Qualified Bids receivedcircumstances (e.g., the number amount of Qualified Bidders participating in time allotted to make Subsequent Bids) for conducting the Auction, and provided that such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the these Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding ; (iv) Bidding at the Auction will start at the purchase price stated in shall begin with the highest or otherwise best bid Qualified Bid or combination of Qualified Bids and continue in minimum increments of at least $500,000 until there are no further 1,000,000 higher than the previous bid or bids. As soon The Auction shall continue in one or more rounds of bidding and shall conclude after each participating bidder has had the opportunity to submit an additional Subsequent Bid with full knowledge and written confirmation of the then-existing highest bid or bids. For the purpose of evaluating the value of the consideration provided by Subsequent Bids (including any Subsequent Bid by the Purchaser), the Seller may give effect to any Termination Fee or Expense Reimbursement that may be payable to the Purchaser under this Agreement as practicable after well as any assets and/or equity interests to be retained by the Seller or the Selling Subs. (v) At the conclusion of the Auction, or as soon as thereafter as practicable, the SellersSeller, in consultation with their its financial and legal advisors and the Agentadvisors, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale, and (ii) identify the highest or otherwise best offer offer(s) for the Acquired Assets and the Business received at the Auction (the "Successful BidBid(s)" and the bidder bidder(s) making such bid, the "Successful BidderBidder(s)"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least more than one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall will conduct an auction (the "Auction") with respect to the Business and provide Acquired Assets. If no Qualified Bid (other than that of the Purchaser) is received by the Bid Deadline, the Sellers shall report the same to the Purchaser Bankruptcy Court, the Purchaser's bid will be deemed the highest or otherwise best offer for the Acquired Assets (the "Successful Bid") and all Qualified Bidders the opportunity to submit additional bids at Sellers shall proceed with the Auctiontransactions contemplated by the Purchase Agreement. The Auction shall take place auction, if required, will commence at 9:00 a.m., a.m. (Central Time) on December November 19, 20032004, at the offices of Xxxxxxxx Chance US LLP the Transaction Broker or at such later time or other place as agreed by the Purchaser and the Sellers, and of which the Sellers shall will notify all Qualified Bidders who have submitted Qualified Bids. At least one (1) business day prior to the Auction, the Sellers will provide to the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies copy of the Qualified Bid which Sellers believe is the highest or otherwise best offer to Qualified Bid received and copies of all other Qualified Bidders who intend to participate in the Auction at least one business day prior to the AuctionBids. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the AuctionIn addition, the Sellers will inform the Purchaser and each Qualified Bidders participating Bidder who has expressed its intent to participate in the Auction of the manner identity of all Qualified Bidders that may participate in which the Auction and will provide copies of the bids of all such Qualified Bidders. Only the Purchaser, the Qualified Bidders, the Restructuring Committee on behalf of the Sellers, the Transaction Broker, and the Constituents, together with their representatives, will be conducted. At entitled to attend the Auction, and only the Purchaser and Qualified Bidders will be permitted entitled to increase their bids. The bidding make any subsequent Qualified Bids at the Auction Auction. During the Auction, bidding will start begin at the purchase price stated in the highest or otherwise best bid Qualified Bid , and will subsequently continue in minimum increments of at least $500,000 (the "Overbid Amount") higher than the previous Qualified Bid. The Sellers may reduce (or increase) the Overbid Amount at the Auction if they determine, in their discretion, that it is in the best interests of their estates to do so. Subsequent Qualified Bids submitted by the Purchaser will be deemed to include a credit in an amount equal to the Breakup Fee or the maximum amount of the Expense Reimbursement, as applicable. Bids made at the Auction shall be made in open and in public in the presence of all other Qualified Bidders from time to time during the Auction; provided, however, that Sellers, in consultation with the Transaction Broker, may negotiate or otherwise discuss bids with Qualified Bidders in private during the Auction. All Qualified Bidders shall be required to disclose at the Auction the identity of the person or entity on whose behalf its bid is being submitted. Bidding at the Auction will continue until there are no further bidssuch time as the highest or otherwise best Qualified Bid is determined. As soon as practicable after Upon the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the AgentTransaction Broker , shall will (i) review each Qualified Bid on the basis of financial and contractual terms and the other factors relevant to the sale processSale, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction Acquired Assets (as defined above, the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At The Sellers, as authorized by the Sale HearingRestructuring Committee, shall select the Successful Bid. In selecting the Successful Bid, the Sellers Restructuring Committee shall present consider the recommendation of the Ad Hoc Committee, as expressed by the Transaction Broker. The Sellers' determinations relating to the highest or otherwise best offer for the Acquired Assets shall, however, be subject to Bankruptcy Court approval. In the event of any dispute concerning such selection, the Bankruptcy Court for approval shall have the exclusive jurisdiction to adjudicate such matter. The Successful Bidder shall be required to supplement its Good Faith Deposit within one (1) business day following the conclusion of the Auction to the extent necessary to ensure that such deposit is equal to at least 10% of the consideration (including cash and assumption of liabilities) to be paid pursuant to the Successful Bid.

Auction. If If, prior to the Bid Deadline, the Sellers have received at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, determine is higher and or otherwise better than the bid of the Purchaser Buyer set forth in the Purchase Sale Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business Purchased Assets and provide to the Purchaser Buyer and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., 11:00 a.m. (prevailing New York time) on December 19______, 2003, at the offices of Xxxxxxxx Chance US LLP Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, or such later time or other place as the Sellers shall notify the Purchaser xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxe Buyer and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above, but in no event shall the Auction occur later than two (2) business days prior to the Sale Hearing scheduled in the Bidding Procedures Order. Only Qualified Bidders will be eligible to attend participate at the Auction. At least two (2) business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. The Sellers shall provide or make available copies of any Qualified Bid(s) that the Qualified Bid which Sellers believe is are the highest or otherwise best offer offer(s) to all Qualified Bidders who intend to participate in the Auction at least one (1) business day prior to the Auctioncommencement thereof, or as soon thereafter as is practicable. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgmentsole discretion, may conduct the Auction in the manner it determines they determine will achieve the maximum value for the BusinessPurchased Assets, provided that the Base Procedures (as defined below) are not modified. At the beginning of the Auction, a representative of the Sellers shall announce the amount of the bid that is at such time determined by the Sellers to be the highest and best bid. Thereafter, the following procedures (the "Base Procedures") shall apply to the bidding: (i) all additional bids shall be in increments of $100,000 or integral multiples thereof; (ii) the Buyer shall be permitted to credit the amount of $562,000 to its bid if it makes a competing bid at the Auction, as a result of which the Buyer shall be permitted (A) to match the dollar value of any competing bid submitted by another entity by submitting a bid in an amount equal to, but no more than, the then-highest bid minus $562,000 and (B) to submit a bid that satisfies the bid increment requirement in the foregoing subparagraph (i) by submitting a bid in an amount equal to, but no more than, the amount of the then-highest bid minus $462,000, in which case the Buyer's bid shall be deemed the higher of the two bids; (iii) any competing bid shall be (A) subject to an asset purchase agreement substantially in conformity with the terms and conditions of the Sale Agreement or on terms and conditions that in the Sellers' reasonable business judgment are not materially more burdensome or conditional to the Sellers than the terms of this Agreement and (B) accompanied by satisfactory evidence of committed financing or other ability to perform. The Sellers may adopt such other rules for bidding at the Auction, that, in the Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding ProceduresProcedures Order, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their legal and financial and legal advisors and the Prepetition Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale and any obligations of the Sellers in respect of any Termination Payments, and (ii) identify the highest or otherwise best offer for the Business at the Auction Purchased Assets (the "Successful Bid" and the bidder making having submitted such bid, the "Successful Bidder") and, in the event that the sale to the Successful Bidder is not consummated, the next highest and best offer (the "Backup Bid", and such bidder, the "Backup Bidder"). If the Buyer's bid is the only Qualified Bid and no auction is held, the Buyer's bid shall be the Successful Bid. At the Sale Hearing, the Sellers shall present the Successful Bid to the Bankruptcy Court for approval approval. The Good Faith Deposit submitted by the Successful BidBidder, together with interest thereon, shall be applied against the payment of the cash portion of the consideration upon closing of the Sale to the Successful Bidder. If the Successful Bidder fails to consummate the purchase of the Purchased Assets due to the Successful Bidder's breach of its sale agreement with the Sellers, then the Sellers shall retain the Good Faith Deposit of such Successful Bidder as liquidated damages and continue with the sale of the Purchased Assets to the Backup Bidder. Upon the earlier of April 14, 2003 or three (3) business days after the closing of the sale of the Purchased Assets, any Good Faith Deposit (i) not applied to the purchase of the Purchased Assets or (ii) not retained by the Sellers due to a breach by the Successful Bidder shall, together with interest, be returned to the appropriate bidders.

Auction. If the Seller receives at least one Qualified Bid or combination of Qualified Bids which the Seller determines is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is or are higher and or otherwise better than the bid of the Purchaser set forth in the Purchase this Agreement, the Sellers Seller shall conduct an auction (the "Auction") with respect to of the Acquired Assets and the Business and provide upon notice to the Purchaser and all Qualified Bidders who have submitted Qualified Bids at 10:00 a.m. (Eastern Time) on or before the opportunity to submit additional bids at tenth (10th) business day following the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, expiration of the Bid Deadline at the offices of Xxxxxxxx Chance US LLP Skadden, Arps, Slate, Meagher & Flom, Four Times Square, New York, New Xxxx 00036-0002 or such later time or other place as the Sellers Seller shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent (but in no event later than the second (2nd) business day prior to participate the Sale Hearing), in accordance with the following procedures: (i) Only the Seller, the Purchaser, counsel for the Seller's secured lenders, counsel for the Official Committee of Unsecured Creditors in the Auction, as set forth above. Only Chapter 11 Case and any Qualified Bidders will who have timely submitted Qualified Bids shall be eligible entitled to attend the Auction. , and only the Purchaser and such Qualified Bidders shall be entitled to make any additional bids ("Subsequent Bids") at the Auction; (ii) At least two (2) business days prior to the Auction, each Qualified Bidder who has timely submitted a Qualified Bid must inform the Sellers Seller whether it intends to participate in the Auction and at least one (1) business day prior to the Auction. Sellers , the Seller shall provide copies of the Qualified Bid or combination of Qualified Bids which Sellers believe the Seller believes is the highest or otherwise best offer to all Qualified Bidders who intend have informed the Seller of their intent to participate in the Auction at least one business day prior Auction; (iii) All bidders shall be entitled to be present for all Subsequent Bids with the understanding that the true identity of each bidder shall be fully disclosed to all other bidders and that all material terms of each Subsequent Bid will be fully disclosed to all other bidders throughout the entire Auction. Based upon The Seller may employ and announce at the terms of Auction additional procedural rules that are reasonable under the Qualified Bids receivedcircumstances (e.g., the number amount of Qualified Bidders participating in time allotted to make Subsequent Bids) for conducting the Auction, and provided that such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the these Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding ; (iv) Bidding at the Auction will start at the purchase price stated in shall begin with the highest or otherwise best bid Qualified Bid or combination of Qualified Bids and continue in minimum increments of at least $500,000 until there are no further 1,000,000 higher than the previous bid or bids. As soon The Auction shall continue in one or more rounds of bidding and shall conclude after each participating bidder has had the opportunity to submit an additional Subsequent Bid with full knowledge and written confirmation of the then-existing highest bid or bids. For the purpose of evaluating the value of the consideration provided by Subsequent Bids (including any Subsequent Bid by the Purchaser), the Seller may give effect to any Termination Fee or Expense Reimbursement that may be payable to the Purchaser under this Agreement as practicable after well as any assets and/or equity interests to be retained by the Seller or the Selling Subs. (v) At the conclusion of the Auction, or as soon as thereafter as practicable, the SellersSeller, in consultation with their its financial and legal advisors and the Agentadvisors, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale, and (ii) identify the highest or otherwise best offer offer(s) for the Acquired Assets and the Business received at the Auction (the "Successful BidBid(s)" and the bidder bidder(s) making such bid, the "Successful BidderBidder(s)"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If the Seller receives at least one Qualified Bid or combination of Qualified Bids which the Seller determines is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is or are higher and or otherwise better than the bid of the Purchaser set forth in the Purchase this Agreement, the Sellers Seller shall conduct an auction (the "“Auction"”) with respect to of the Acquired Assets and the Business and provide upon notice to the Purchaser and all Qualified Bidders who have submitted Qualified Bids at 10:00 a.m. (Eastern Time) on or before the opportunity to submit additional bids at tenth (10th) business day following the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, expiration of the Bid Deadline at the offices of Xxxxxxxx Chance US LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx, Four Times Square, New York, New York 10036-6522 or such later time or other place as the Sellers Seller shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent (but in no event later than the second (2nd) business day prior to participate the Sale Hearing), in accordance with the following procedures: (i) Only the Seller, the Purchaser, counsel for the Seller’s secured lenders, counsel for the Official Committee of Unsecured Creditors in the Auction, as set forth above. Only Chapter 11 Case and any Qualified Bidders will who have timely submitted Qualified Bids shall be eligible entitled to attend the Auction. , and only the Purchaser and such Qualified Bidders shall be entitled to make any additional bids (“Subsequent Bids”) at the Auction; (ii) At least two (2) business days prior to the Auction, each Qualified Bidder who has timely submitted a Qualified Bid must inform the Sellers Seller whether it intends to participate in the Auction and at least one (1) business day prior to the Auction. Sellers , the Seller shall provide copies of the Qualified Bid or combination of Qualified Bids which Sellers believe the Seller believes is the highest or otherwise best offer to all Qualified Bidders who intend have informed the Seller of their intent to participate in the Auction at least one business day prior Auction; (iii) All bidders shall be entitled to be present for all Subsequent Bids with the understanding that the true identity of each bidder shall be fully disclosed to all other bidders and that all material terms of each Subsequent Bid will be fully disclosed to all other bidders throughout the entire Auction. Based upon The Seller may employ and announce at the terms of Auction additional procedural rules that are reasonable under the Qualified Bids receivedcircumstances (e.g., the number amount of Qualified Bidders participating in time allotted to make Subsequent Bids) for conducting the Auction, and provided that such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the these Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding ; (iv) Bidding at the Auction will start at the purchase price stated in shall begin with the highest or otherwise best bid Qualified Bid or combination of Qualified Bids and continue in minimum increments of at least $500,000 until there are no further 1,000,000 higher than the previous bid or bids. As soon The Auction shall continue in one or more rounds of bidding and shall conclude after each participating bidder has had the opportunity to submit an additional Subsequent Bid with full knowledge and written confirmation of the then-existing highest bid or bids. For the purpose of evaluating the value of the consideration provided by Subsequent Bids (including any Subsequent Bid by the Purchaser), the Seller may give effect to any Termination Fee or Expense Reimbursement that may be payable to the Purchaser under this Agreement as practicable after well as any assets and/or equity interests to be retained by the Seller or the Selling Subs. (v) At the conclusion of the Auction, or as soon as thereafter as practicable, the SellersSeller, in consultation with their its financial and legal advisors and the Agentadvisors, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale, and (ii) identify the highest or otherwise best offer offer(s) for the Acquired Assets and the Business received at the Auction (the "“Successful Bid" Bid(s)” and the bidder bidder(s) making such bid, the "“Successful Bidder"Bidder(s). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid”).

Auction. If at least one In the event that Seller timely receives a conforming Initial Overbid from a Qualified Bid is receivedBidder, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall then Seller will conduct an auction (the "“Auction"”) with respect to the Business and provide to sale of the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionPurchased Assets. The Auction shall take place at 9:00 a.m., on December 19, 2003, at be conducted by open bidding in accordance with the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent procedures set forth herein. In order to participate in the Auction, as set forth above. Only Qualified Bidders will each prospective purchaser must be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform and shall be required to comply with the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions requirements of the Bidding Procedures and to submit an Initial Overbid that is timely and that complies in all material respects with the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will or Purchaser may submit successive bids, and any successive bid must be permitted greater than any previous bid by an amount that is at least equal to increase their bids(i) $250,000, in the case of any bid on the Purchased Assets; (ii) $100,000, in the case of any bid on the Mother’s Assets; and (iii) $350,000, in the case of any combined bid for both the Purchased Assets and the Mother’s Assets (in each case, the “Incremental Bid Amount”). The Bidding shall continue until there is only one offer that Seller determines, subject to Bankruptcy Court approval, is the highest or best offer (the “Prevailing Bid”). When bidding at the Auction Auction, Purchaser shall receive a “credit” in the amount of the Breakup Fee. All bidding for the Purchased Assets will start be concluded at the purchase price stated Auction and there will be no further bidding at the Bankruptcy Court hearing held in the Bankruptcy Case to approve the highest or otherwise best bid and continue in increments of $500,000 until there are for the Purchased Assets (the “Sale Hearing”). If no further bids. As soon as practicable after conforming Initial Overbid from a Qualified Bidder shall have been received at or prior to the conclusion of the AuctionBid Deadline, the Sellers, in consultation with their financial and legal advisors Auction will not be held and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant Sale Hearing will proceed with respect to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidthis Agreement.

Auction. (a) If at least one or more Qualified Bid Overbids is received, the Sellers will conduct an auction (the “Auction”) with respect to the Purchased Assets and the Assumed Liabilities. If no Qualified Overbid (other than that of the Purchaser, which Sellers determine, after consultation with ) is received by the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementBid Deadline, the Sellers shall conduct an auction (report the "Auction") with respect same to the Business Bankruptcy Court, the Purchaser’s bid will be deemed the Successful Bid and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify proceed with the Purchaser transactions contemplated by this Agreement. (b) The Auction, if required, will commence at 10:00 a.m. (prevailing Eastern time) on Tuesday, June 15, 2004, before the Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx, United States Bankruptcy Judge for the Southern District of New York, United States Bankruptcy Court, Courtroom 000, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time or place determined by the Bankruptcy Court. (c) Only the Purchaser, the Sellers and all other their advisors, Qualified Bidders Overbidders who have submitted Qualified Bids Overbids, the United States trustee, the Committee and expressed their intent to participate in representatives of the Auction, as set forth above. Only Qualified Bidders Sellers’ postpetition secured lenders will be eligible entitled to attend the Auction. At least two business days prior to the Auctionattend, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction and be heard at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as only the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines Purchaser and Qualified Overbidders will achieve the maximum value for the Business. The Sellers may adopt rules for bidding be entitled to make any subsequent Qualified Overbids at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of . (d) During the Auction, the Sellers bidding will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start begin at the purchase price stated in the highest or otherwise best bid Qualified Overbid (taking into account the Expense Reimbursement), and will subsequently continue in minimum increments of at least $500,000 50,000 higher than the previous Qualified Overbid (the “Overbid Increment ”). All subsequent bids submitted by the Purchaser shall be “cash only” and shall not be deemed to include a credit in an amount equal to the maximum amount of the Expense Reimbursement. No entity, including, without limitation, the Purchaser) may object to any overbid not made by the Purchaser on the grounds that after deduction of the Expense Reimbursement, such overbid is not the highest bid. (e) Bidding at the Auction will continue until there are no further bidssuch time as the highest or otherwise best Qualified Overbid is determined. As soon as practicable after the Upon conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the AgentCommittee, shall will (i) review each Qualified Bid Overbid on the basis of financial and contractual terms and the other factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale of the Purchased Assets, and (ii) identify the highest or otherwise best offer for the Business at the Auction Purchased Assets (the "“Successful Bid" Bid ”) and the bidder making such bidsecond highest and best offer for the Purchased Assets (the “Back-up Bid ”). (f) Other than as set forth in this Article VI, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to auction procedures will be determined by the Bankruptcy Court for approval at the Successful BidAuction.

Auction. If at least In the event that Seller timely receives one Qualified Bid is received, or more Qualifying Bids other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementPurchaser, the Sellers Seller shall conduct an auction (the "AUCTION"). The Auction will take place no later than 10:00 a.m. (prevailing Eastern time) on September 27, 2004 at the offices of Benesch, Friedlander, Coplan & Aronoff LLP in Cleveland, Ohio or at such other xxxxx, xxxe xxx xxme as may be designated in writing by the Seller. The Auction shall be governed by the following procedures: (a) only Seller, representatives of KeyBank, N.A., representatives of the Creditors' Committee, if any, and any Qualifying Bidders (and the professionals for each of the foregoing) shall be entitled to attend and be heard at the Auction"; (b) with respect only the Qualifying Bidders shall be entitled to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional make any subsequent bids at the Auction; (c) the Qualifying Bidders shall appear in person at the Auction, or through a duly authorized representative; (d) bidding shall commence at an amount of the highest Qualifying Bid submitted by the Qualifying Bidders prior to the Auction; (e) Qualifying Bidders may then submit successive bids; (f) the minimum bidding increment shall be $200,000; and (g) the Auction shall continue until there is only one offer that the Seller determines, subject to Bankruptcy Court approval, is the highest and/or best Qualifying Bid (the "PREVAILING BID"). In making this decision, Seller shall consider without limitation the amount of the purchase price, the form of consideration being offered, the likelihood of the Bidder's ability to close a transaction and, the timing thereof, and the net benefit to Seller's estate. The Auction Qualifying Bidder that submits the Prevailing Bid shall take place at 9:00 a.m., on December 19, 2003, at become the offices "PREVAILING BIDDER," and shall have such rights and responsibilities of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auctionpurchaser, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auctionapplicable asset purchase agreement. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least Within one business (1) day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start after adjournment of the Auction, the Sellers will inform Prevailing Bidder shall complete and execute all agreements, contracts, instruments or other documents evidencing and containing the Qualified Bidders participating in the Auction of the manner in terms and conditions upon which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Prevailing Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidwas made.

Auction. If If, prior to the Bid Deadline, the Sellers have received at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, determine is higher and or otherwise better than the bid of the Purchaser Buyer set forth in the Purchase Sale Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business Purchased Assets and the Shares and provide to the Purchaser Buyer and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., 11:00 a.m. (prevailing New York time) on December 19______________, 2003, at the offices of Xxxxxxxx Chance US LLP Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, or such later time or other place as the Sellers shall notify the Purchaser xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxx Buyer and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above, but in no event shall the Auction occur later than two (2) business days prior to the Sale Hearing scheduled in the Bidding Procedures Order. Only Qualified Bidders (including, for the avoidance of doubt, the Buyer) will be eligible to attend participate at the Auction. At least two (2) business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. The Sellers shall provide or make available copies of the any Qualified Bid which Sellers believe is the highest or otherwise best offer Bid(s) to all Qualified Bidders (including, for the avoidance of doubt, the Buyer) who intend to participate in the Auction at least one two (2) business day days prior to the Auctioncommencement thereof, or as soon thereafter as practicable. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgmentsole discretion, may conduct the Auction in the manner it determines they determine will achieve the maximum value for the BusinessPurchased Assets and the Shares. At the beginning of the Auction, a representative of the Sellers shall announce the amount of the bid that is at such time determined by the Sellers to be the highest and best bid. Thereafter, all additional bids shall be in increments of one hundred thousand dollars ($100,000) or integral multiples thereof. The Sellers may adopt such other rules for bidding at the Auction, that, in the Sellers' business judgment, will better promote the goals of the bidding process Bidding Process and that are not inconsistent with any of the provisions of the Bidding ProceduresProcedures Order, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders (including for the avoidance of doubt, the Buyer) participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their legal and financial and legal advisors and the Prepetition Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale and any obligations of the Sellers in respect of any Termination Payments, and (ii) identify the highest or otherwise best offer for the Business Purchased Assets and the Shares at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder") and, in the event that the sale to the Successful Bidder is not consummated, the next highest and best offer (the "Backup Bid", and such bidder, the "Backup Bidder"). If the Buyer's bid is the only Qualified Bid and no auction is held, the Buyer's bid shall be the Successful Bid. At the Sale Hearing, the Sellers shall present the Successful Bid to the Bankruptcy Court for approval the Successful Bidapproval.