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Q. Notwithstanding the pmvisions of l I U.S.C. § 1 l29{a)(8), the Plan complies with <br />the Bankruptcy Code including each and every applicable subsection of 11 U.S.C. § l 129(a) and, <br />pursuant to 11 U.S.C. § 1!29(6), the Plan does not discriminate unfairly and is fair and equitable <br />with respect to the impaired classes, Class 6 and H Interests, that are deemed not to have <br />accepted the Plan. Specifically, while the Plan is deetrted to have been rejected by Class 6 and H <br />Interests, there are no holders of Claims or Interests junior [o Class 6 or H that might receive or <br />retain any property under the Plan on account of such junior Claim nr Interest. <br />Based upon the foregoing, IT IS HEREBY ORDERED THAT: <br />1. The Plan complies with all applicable sections of the Bankruptcy Code and <br />applicable Bankruptcy Rules relating to continuation. Accordingly, the Plan is hereby <br />confirmed pursuant to 11- U.S.G. § 11?9. - - - -- - - -- -- ~ - ---- <br />2. The Asset And Membership Interest Purchase Agreement dated as of January 27, <br />2004, as amended, by and among COMAT and Agile as sellers and CIG as buyer (the <br />"Agreement"), a copy of which is attached to the Plan, along with all exhibits and schedules to <br />the Agreement are hereby approved. in accordance with Article 9.0 of the Plan, the Agreement <br />shall be implemented by the Debtors in all respects. <br />3. Except as otherwise expressly set forth in the Plan and the Agreement, the Assets <br />shall be conveyed and transferred free and clear of any and ail Encumbrances. <br />4. Except as otherwise expressly provided in the Plan and the Agreement, all <br />persons who have held, or may hold Claims against or un interest in the Debtors or <br />Encumbrances against or interests in the Assets of the Debtors or their estates, are permanently <br />enjoined on or after the Effective Date (a) from commencing or continuing in any manner, any <br />action or other proceeding of any kind with respect to any such Claim in or Interest against the <br />Debtors or the Assets; (b) from the enforcement, aztachment, collection or recovery by an <br />manner or means of any judgment awazd, decree or order against the Debtors or their property; <br />(c) from creating, perfecting or enforcing any Encumbrance of any kind against the Debtors or <br />_ _ _ _their property; (d) from asserting any set off, right of marshalling, subrogation, or recoupment of <br />any kinyd against any obligation due the Debtors or with respect to any property of [he Dehfois; ~ -- <br />and (e) from any act, in any manner and any place whatsoever, that does not confntrn to or <br />comply with the provisions of the Plan or the Agreement. <br />5. Except as otherwise expressly provided in the Plan or the Agreement, on the <br />Effective Date this Order of confirmation shall have the effect provided for in 11 U.S.C. § 1141 <br />6. In accordance with 11 U.S.C. § l 142, the Debtors and any other entity or person <br />designated pursuant to the Plan or the Agreement, are hereby authorized and directed to execute <br />and deliver nr to join the execution and delivery of any instroment required to effect the <br />transactions contemplated under the Plan and the Agreement, and to perform any other acts and <br />to take any actions necessary or appropriate to pmtnptly implement, effectuate and consummate <br />the Plan and the Agreement and any and all transactions contemplated thereby. In addition, in <br />-- "----- ----"--7Ex osnsoa v2.~Aa:.~ka; 4 <br />or3~sz 63507013780028 <br />