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representatives shall be obligated to furnish any information of any kind whatsoever relating to <br />the Equipment to any person who is not a Qualified Bidder. The Debtors shall have the right to <br />adopt such other rules for the Bidding Process which, in their sole judgment, will better promote <br />the goals of the Bidding Process and which are not inconsistent with any of the other provisions <br />hereof or of any order of the Bankruptcy Court. <br />Participation Requirements <br />Unless otherwise ordered by the Bankruptcy Court for cause shown or as otherwise <br />determined by the Debtors in their sole discretion, to participate in the Bidding Process each <br />person (a "Potential Bidder") must deliver (unless previously delivered) to the Debtors: <br />i. Written evidence of a commitment for financing or other evidence of ability to <br />consummate the proposed transaction satisfactory to the Debtors in their sole discretion; <br />and <br />ii. An irrevocable proposal to purchase some or substantially all of the Equipment. <br />A Qualified Bidder is a Potential Bidder that delivers the documents described in <br />subparagraphs (i) and (ii), whose financial information demonstrates the financial capability of <br />the Potential Bidder to consummate the Sale, and that the Debtors determine is reasonably likely <br />(based on availability of financing, experience and other considerations) to submit a bona fide <br />offer and to be able to consummate the Sale if selected as the Successful Bidder. Purchaser is a <br />Qualified Bidder. <br />Within three (3) business days after a Potential Bidder delivers all of the materials <br />required by subparagraphs (i) and (ii) above, the Debtors shall determine, and shall notify the <br />Potential Bidder, whether the Potential Bidder is a Qualified Bidder. At the same time that the <br />Debtors notify the Potential Bidder that it is a Qualified Bidder, the Debtors shall allow the <br />Qualified Bidder to conduct due diligence with respect to the assets sought to be acquired as <br />hereinafter provided. <br />Due Diligence <br />The Debtors shall afford each Qualified Bidder reasonable due diligence access to the <br />assets sought to be acquired. The Debtors will coordinate all reasonable requests for additional <br />information and due diligence access from such bidders. The Debtors shall not be obligated to <br />furnish any due diligence information after the Bid Deadline (as hereinafter defined). Neither the <br />Debtors nor any of their representatives are obligated to furnish any information relating to the <br />Debtors' assets to any person except to a Qualified Bidder that makes an acceptable preliminary <br />proposal. Bidders are advised to exercise their own discretion before relying on any information <br />regarding the Debtors' assets provided by anyone other than the Debtors or their representatives. <br />To the extent a Qualified Bidder wishes to inspect the Equipment, it must provide the Debtors <br />with an executed indemnification that indemnifies and holds the Debtors' harmless for any injury <br />or damage that may arise to said Qualified Bidder in connection with any inspection of the <br />Equipment. <br />