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Case 120-bk-12043 Doc 573-2 Filed 01/13/21 Entered 01/13/21 110353 Desc <br />Exhibit B -Declaration of Thomas Fairfield Page 16 of 17 <br />Case 120-bk-12043 Doc 573-2 Filed 01/13/21 Entered 01/13/21 110353 Desc <br />Exhibit B -Declaration of Thomas Fairfield Page 17 of 17 <br />all of the cash is funneled through the same master account. This allows the Debtors to have overall <br />corporate control of funds and the ability to manage the Debtors' various business lines. <br />Furthermore, as set forth above, all obligations owed to the Lenders were secured by all assets of <br />each subsidiary Debtor. Moreover, the main remaining assets of the Debtors consist of (a) cash <br />"carved out" as part of a resolution with Lenders in connection with the Sales, and (b) causes of <br />action against third parties. With respect to (a), there is no natural allocation of that cash between <br />the Debtors, and it could be very costly to litigate which Estates should receive particular amounts. <br />The same is true of causes of action, as the claims most likely to bring material recoveries for <br />creditors under the Plan (i.e., potential causes of action against the Debtors' insiders and third <br />parties), may span multiple Debtors. Consolidation avoids the material expense and delay of trying <br />to address those issues. <br />47. For the foregoing reasons, I believe that substantive consolidation is beneficial to <br />the vast majority ofthe Debtors' creditors and far outweighs any potential harm to the Debtors' <br />creditors and should be approved by this Court in connection with the Plan. <br />VL GOOD CAUSE EXISTS TO WAIVE THE STAY OF THE CONFIRMATION <br />ORDER <br />48. I believe that good cause exists for waiving the stay ofthe entry ofthe Confirmation <br />Order such that the Confirmation Order will be effective immediately upon its entry. The Debtors <br />have undertaken great efforts to facilitate the Debtors' exit from chapter 11 as soon as practicable. <br />All the conditions precedent to effectiveness of the Plan can be fulfilled or waived in short order <br />after entry of the Confirmation Order, and each day the Debtors remain in chapter 11 they incur <br />significant administrative and professional costs. Accordingly, I believe that the sooner the Plan <br />becomes effective, the less costs the Estates will be forced to incur, which is in the best interests <br />of the Debtors, the Estates, and Holders of Claims and Equity Interests. <br />Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing <br />statements are true and correct. <br />Dated: January 13, 2021 <br />/s/ Thomas L. Fairfield <br />By: Thomas L. Fairfield <br />Title Chief Restructuring Officer forthe Debtors <br />15 16 <br />