Common use of Reorganization Proceedings Clause in Contracts

Reorganization Proceedings. (a) On October 30, 2001, the Bankruptcy Court confirmed the Reorganization Plan on the basis of the acceptances of the Reorganization Plan received by the Company pursuant to the Reorganization Solicitation. (b) The Company has complied and shall comply with the Bankruptcy Code and all other laws, rules, regulations, decrees and orders promulgated thereunder in connection with obtaining confirmation of the Reorganization Plan and all other matters in connection with the Bankruptcy Case. Without limiting the generality of the foregoing, the Company has prepared and filed and shall promptly prepare and file with the Bankruptcy Court all motions, schedules, statements of financial affairs, reports, and all other papers and filings required by the Bankruptcy Code and all other applicable laws, rules, regulations, orders or decrees (the "Bankruptcy Filings"). The Purchaser and its counsel have been given and shall be given a reasonable opportunity to review and comment upon the Bankruptcy Filings prior to the time they are filed with the Bankruptcy Court. (c) The extent, method, and means of notice of the filing of the Bankruptcy Case and meetings of creditors, hearings, objection dates, bar dates for filing proofs of claims or interests, the hearing on approval of the Reorganization Solicitation and the confirmation of the Bankruptcy Plan, and other significant events in connection with the Bankruptcy Case, given to creditors, parties in interest, and other parties entitled or expected to receive any such notice, have been decided or shall be decided by the Company in consultation with, and subject to the approval of, the Purchaser. (d) The Company has obtained or shall use its reasonable best efforts to obtain, and shall not take, or omit to take, any action which could reasonably be expected to prevent or impede, or result in the revocation of, (i) the confirmation of the Reorganization Plan, (ii) a full and complete discharge of all debts of the Company (to the fullest extent possible under Section 1141(d) of the Bankruptcy Code), except as otherwise specifically provided in the Reorganization Plan, and (iii) the vesting upon the entry of the Confirmation Order of the property of the Company in the reorganized entity free and clear of all claims and interests of creditors and equity security holders in accordance with the Reorganization Plan. In addition, the Company shall use its reasonable best efforts to obtain an order of the Bankruptcy Court, in form and substance satisfactory to the Purchaser, approving the Reorganization Plan as modified by or in accordance with this Agreement as in effect after the amendment and restatement hereof at the Effective Time. To the extent that the Reorganization Plan requires the Company to take any action in the Bankruptcy Case, including, but not limited to, designating executory contracts to be assumed or rejected and making elections concerning treatment of claims, the Company has taken or shall take such action after consultation with and, in the case of any election to be made, obtaining the approval of the Purchaser. (e) The Reorganization Plan will be in the form attached as Exhibit A hereto with such changes therein as shall be approved by the Company and by the Purchaser, in each case in such party's reasonable discretion. The Company shall not consent to any amendment or supplement to, or modification of, the Reorganization Plan or the Disclosure Statement that purports to effect any change in the terms or conditions of the transactions contemplated by this Agreement which is, in the reasonable judgment of the Purchaser, unfavorable to it or any change in the manner in which the total payments and distributions under the Reorganization Plan is allocated among Shareholders without the prior written consent of the Purchaser.

Reorganization Proceedings. (a) On October 30, 2001, The Company shall use its reasonable best efforts to obtain confirmation of the Reorganization Plan by the Bankruptcy Court confirmed the Reorganization Plan on the basis of using the acceptances of the Reorganization Plan received by the Company pursuant to the Reorganization Solicitation. (b) The Company has complied and shall comply with the Bankruptcy Code and all other laws, rules, regulations, decrees and orders promulgated thereunder in connection with obtaining confirmation of the Reorganization Plan and all other matters in connection with the Bankruptcy Case. Without limiting the generality of the foregoing, the Company has prepared and filed and shall promptly prepare and file with the Bankruptcy Court all motions, schedules, statements of financial affairs, reports, and all other papers and filings required by the Bankruptcy Code and all other applicable laws, rules, regulations, orders or decrees (the "Bankruptcy Filings"). The Purchaser and its counsel have been given and shall be given a reasonable opportunity to review and comment upon the Bankruptcy Filings prior to the time they are filed with the Bankruptcy Court. (c) The extent, method, and means of notice of the filing of the Bankruptcy Case and meetings of creditors, hearings, objection dates, bar dates for filing proofs of claims or interests, the hearing on approval of the Reorganization Solicitation and the confirmation of the Bankruptcy Plan, and other significant events in connection with the Bankruptcy Case, given to creditors, parties in interest, and other parties entitled or expected to receive any such notice, have been decided or shall be decided by the Company in consultation with, and subject to the approval of, the Purchaser. (d) The Company has obtained or shall use its reasonable best efforts to obtain, and shall not take, or omit to take, any action which could reasonably be expected to prevent or impede, or result in the revocation of, (i) the confirmation of the Reorganization Plan, (ii) a full and complete discharge of all debts of the Company (to the fullest extent possible under Section 1141(d) of the Bankruptcy Code), except as otherwise specifically provided in the Reorganization Plan, and (iii) the vesting upon the entry of the Confirmation Order of the property of the Company in the reorganized entity free and clear of all claims and interests of creditors and equity security holders in accordance with the Reorganization Plan. In addition, the Company shall use its reasonable best efforts to obtain an order of the Bankruptcy Court, in form and substance satisfactory to the Purchaser, approving the Reorganization Plan as modified by or in accordance with this Agreement as in effect after the amendment and restatement hereof at the Effective Time. To the extent that the Reorganization Plan requires the Company to take any action in the Bankruptcy Case, including, but not limited to, designating executory contracts to be assumed or rejected and making elections concerning treatment of claims, the Company has taken or shall take such action after consultation with and, in the case of any election to be made, obtaining the approval of the Purchaser. (e) The Reorganization Plan will be in the form attached as Exhibit A hereto with such changes therein as shall be approved by the Company and by the Purchaser, in each case in such party's reasonable discretion. The Company shall not consent to any amendment or supplement to, or modification of, the Reorganization Plan or the Disclosure Statement that purports to effect any change in the terms or conditions of the transactions contemplated by this Agreement which is, in the reasonable judgment of the Purchaser, unfavorable to it or any change in the manner in which the total payments and distributions under the Reorganization Plan is allocated among Shareholders without the prior written consent of the Purchaser. The Company agrees that it will not impair (within the meaning of Section 1124 of the Bankruptcy Code) the treatment of SFS's claims arising out of the SFS Loan pursuant to the Reorganization Plan without the prior written consent of SFS. The Company hereby acknowledges and agrees that (i) the amount owed by the Company under the SFS Loan as of February 28, 2001 was $7,710,038.99, consisting of $7,101,801.99 of principal and $608,237.00 of accrued and unpaid interest, (ii) the Company has no defenses, setoffs, counterclaims or recoupments to, against or in respect of the SFS Loan except for any rights of offset that may hereafter arise pursuant to this Agreement and (iii) in entering into and performing its obligations under this Agreement, SFS is and will be relying on, among other things, the foregoing acknowledgements set forth in this sentence.

Reorganization Proceedings. (a) On October 30, 2001, The Company shall use its reasonable best efforts to obtain confirmation of the Reorganization Plan by the Bankruptcy Court confirmed the Reorganization Plan on the basis of using the acceptances of the Reorganization Plan received by the Company pursuant to the Reorganization Solicitation. (b) The Company has complied and shall comply with the Bankruptcy Code and all other laws, rules, regulations, decrees and orders promulgated thereunder in connection with obtaining confirmation of the Reorganization Plan and all other matters in connection with the Bankruptcy Case. Without limiting the generality of the foregoing, the Company has prepared and filed and shall promptly prepare and file with the Bankruptcy Court all motions, schedules, statements of financial affairs, reports, and all other papers and filings required by the Bankruptcy Code and all other applicable laws, rules, regulations, orders or decrees (the "Bankruptcy Filings"). The Purchaser and its counsel have been given and shall be given a reasonable opportunity to review and comment upon the Bankruptcy Filings prior to the time they are filed with the Bankruptcy Court. (c) The extent, method, and means of notice of the filing of the Bankruptcy Case and meetings of creditors, hearings, objection dates, bar dates for filing proofs of claims or interests, the hearing on approval of the Reorganization Solicitation and the confirmation of the Bankruptcy Plan, and other significant events in connection with the Bankruptcy Case, given to creditors, parties in interest, and other parties entitled or expected to receive any such notice, have been decided or shall be decided by the Company in consultation with, and subject to the approval of, the Purchaser. (d) The Company has obtained or shall use its reasonable best efforts to obtain, and shall not take, or omit to take, any action the taking or omission of which could reasonably be expected to prevent or impede, or result in the revocation of, (i) the confirmation of the Reorganization PlanPlan (as provided in Section 1144 of the Bankruptcy Code), (ii) a full and complete discharge of all debts of the Company (to the fullest extent possible under Section 1141(d) of the Bankruptcy Code), ) except as otherwise specifically provided in the Reorganization Plan, Plan and (iii) the vesting upon the entry of the Confirmation Order of the property of the Company in the reorganized entity free and clear of all claims and interests of creditors and equity security holders in accordance with the Reorganization Plan. In addition, the Company shall use its reasonable best efforts to obtain an order of the Bankruptcy Court, in form and substance satisfactory to the Purchaser, approving the Reorganization Plan as modified by or in accordance with this Agreement as in effect after the amendment and restatement hereof at the Effective Time. To the extent that the Reorganization Plan requires the Company to take any action in the Bankruptcy Case, including, but not limited to, designating executory contracts to be assumed or rejected and making elections concerning treatment of claims, the Company has taken or shall take such action after consultation with and, in the case of any election to be made, obtaining the approval of the Purchaser. (e) The Reorganization Plan will be in the form attached as Exhibit A G hereto with such changes therein as shall be approved by the Company and by the Purchaser, Purchaser in each case in such party's its reasonable discretion. Without limiting the generality of the foregoing, the Reorganization Plan shall provide that the total payments and distributions made to holders of Existing Securities under the Plan shall be allocated among the holders of Existing Securities as provided in Appendix B hereto. The Company shall not consent to any amendment or supplement to, or modification of, the Reorganization Plan or the Disclosure Statement that purports to effect any change in the terms or conditions of the transactions contemplated by this Agreement which is, in the reasonable judgment of the Purchaser, unfavorable to it or any change in the manner in which the total payments and distributions under the Reorganization Plan is allocated among Shareholders the holders of Existing Securities without the prior written consent of the Purchaser. (f) Notwithstanding anything to the contrary contained in this Agreement, the parties agree that the claims identified in Appendix D hereto shall be classified in the manner contemplated by, and shall receive the treatment specified in, such appendix.