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2� 0100928 exercise of the Selling Debtors' business judgment and is in the best interests of the Selling Debtors' estate and creditors. Under the foregoing circumstances, the sale of the Sale Locations is both justified and appropriate. Good Faith Pursuant to 11 U.S.C. & 363(m) 9. Based on the statements of counsel presented in the Motion and at the Hearing, the Court hereby determines that the sale of the Sale Locations was proposed in good faith, and the Purchaser is purchasing the Sale Locations in good faith and is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code, and otherwise has proceeded in good faith in connection with this sale proceeding. Therefore, the Purchaser is entitled to the protection of section 363(m) of the Bankruptcy Code. Assumption and Assignment and Rejection of Leases and Executory Contracts 10. By the Motion, the Selling Debtors requested that the Court approve: (a) the assumption and assignment of the Original Assignment Agreements to the successful Purchaser, pursuant to sections 365(x) and (f) of the Bankruptcy Code; and (b) the rejection of the Rejection Agreements, pursuant to section 365(a) of the Bankruptcy Code. Notice of the Motion has been provided to all Contract Parties and such parties had a fair opportunity to object to the assumption and assignment. 11. For purposes of this Order, the portion of the Original Assignment Agreements that shall be assumed and assigned pursuant to section 365 of the Bankruptcy Code shall be the list of unexpired leases and executory contracts attached hereto as Exhibit 2 (the "Assignment Agreements "). The Court finds that the assumption and assignment to the Purchaser of the Assignment Agreements is in the best interests of the Selling Debtors' respective estates and creditors and satisfies the business judgment test. CL: 540434vi 3