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200045855
<br />3. The terms and conditions and transactions contemplated by the Settlement
<br />Agreement are hereby approved in all respects, and the Asset Transfers are hereby approved in
<br />all respects and authorized and directed under §363 (b) of the Code.
<br />4. The IHS Debtors are authorized and directed to execute and deliver, and
<br />empowered to perform under, consummate and implement, the Settlement Agreement, together
<br />with all additional instruments and documents that may be reasonably necessary or desirable to
<br />implement the Settlement Agreement, and to take all further actions as may reasonably be
<br />requested by the SNH Entities for the purpose of assigning, transferring, granting, conveying
<br />and conferring to the SNH Entities, or reducing to possession all of the Transferred Assets, or
<br />as may be necessary or appropriate to the performance of the obligations as contemplated by
<br />the Settlement Agreement.
<br />Pursuant to §§ 105(a) and 363(f) of the Code, upon the closing under the
<br />Settlement Agreement, the SNH Entities shall acquire all right, title and interest in and to the
<br />Transferred Assets, free and clear of (a) all mortgages, security interests, conditional sale or
<br />other title retention agreements, pledges, liens, judgments, demands, encumbrances,
<br />restrictions, constructive or resulting trusts, rights of first. refusal, or charges of any kind or
<br />nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt
<br />of income or other exercise of any attributes of ownership (collectively, "Interests "); and (b) all
<br />debts, claims (as that term is defined in the Code), Pre - Effective Time Obligations, obligations,
<br />demands, guaranties, options, rights, contractual commitments, restrictions, interests and
<br />matters of any kind and nature, arising prior to the Closing, whether before or after the
<br />-10-
<br />632699_1, 07/06/00
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