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merger of the IHS Debtors and the SNH Entities; <br />3. The SNH Entities are not merely a continuation of the IHS Debtors; and <br />4. The transaction is not being entered into fraudulently or in order to escape <br />liability from the IHS Debtors' debts. <br />R. The relief requested in the Settlement Motion is necessary and appropriate to <br />assist the reorganization of the IHS Debtors' businesses and to prevent the deterioration <br />of the IHS Debtors' assets, and is in the best interests of the IHS Debtors, their estates <br />and their creditors. <br />S. All of the provisions of this Order are nonseverable and mutually dependent. <br />T. The SNH Entities have cured, or have provided adequate assurance that they will <br />promptly cure, any default of any Assigned Contracts in accordance with the procedures <br />hereunder, within the meaning of Code §365(b)(1)(A). <br />U. The SNH Entities have provided compensation or adequate assurance of <br />compensation to any party other than the IHS Debtors for any actual pecuniary loss to <br />such party resulting from a default prior to the date hereof under any Assigned Contract, <br />within the meaning of §365(b)(1)(B) of the Code. <br />V. The SNH Entities have provided adequate assurance of future performance of the <br />Assigned Contracts, within the meaning of §365(b)(1)(C) of the Code. <br />W. The sale, conveyance and assignment of the Transferred Assets pursuant to the <br />Settlement Agreement free and clear of liens, claims, encumbrances and interests, except <br />for Permitted Encumbrances, as provided in the Settlement Agreement and in this Order <br />-8- <br />632699_1, 07/06/00 <br />