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200005855 certain objections to the relief sought in the Settlement Motion: each of which has either been overruled, withdrawn or settled. D. A reasonable opportunity to object or be heard regarding the relief requested in the Settlement Motion has been afforded to all interested persons and governmental units, the Court having conducted hearings on the Settlement Motion on May 2, 2000 and July 7, 2000. E. The IHS Debtors have: (i) full corporate power and authority to execute the Settlement Agreement and all other documents contemplated thereby; and (ii) all the corporate power and authority necessary to consummate the transactions contemplated by the Settlement Agreement; no consent or approval, other than this Order is required for the IHS Debtors to consummate such transactions. F. The IHS Debtors have exercised sound business judgment in deciding to proceed with those matters provided in the Settlement Agreement and the U.S. Stipulation, including without limitation the IHS Debtors' transfer to the SNH Entities of all the IHS Debtors' rights, title and interests in the Transfer Facilities and the Aurora Parcel, the assumptions and assignments (the "Contract Assi nments ") of the Assigned Contracts provided therein, the execution and delivery of the New Pennsylvania Lease, New Pennsylvania Guaranty and the Management and Servicing Agreement, the payments to be made to the SNH Entities in lieu of rent or use and occupancy for periods after the petition date, the payment of rent from January 1, 2000 pursuant to the New Pennsylvania Lease, the sale of personal property located at the Transfer Facilities to the extent 632699_1, 07/06/00 _ 4