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<br />does not provide for the selection of any officers and directors of the Debtors. To the extent the
<br />provision applies, the Plan provides for the appointment of GlassRatner Advisory & Capital
<br />Group LLC d/b/a B. Riley Advisory Services as the Liquidating Trustee for the Debtors for the
<br />purposes of liquidating the Debtors' assets and winding up the Debtors' affairs. Section
<br />1123(a)(8) does not apply as the Debtors are not individuals.
<br />N. Section 1123(b). The provisions ofthe Plan comply with, and are not inconsistent
<br />with, the applicable provisions of the Bankruptcy Code, including section 1123(b). Among other
<br />items, the Plan identifies and impairs or, as applicable Leaves unimpaired, each Class of Claims
<br />pursuant to section 1123(b)(1); it provides pursuant to section 1123(b)(2) for the assumption and
<br />assignment, or rejection, of the Debtors' previously unrejected executory contracts and
<br />unexpired Leases; it provides pursuant to section 1123(b)(3) for the Liquidating Trustee to retain,
<br />enforce or settle any claim or interest that belongs to the Debtors or the Estates, as the case may
<br />be. Pursuant to section 1123(b)(6) of the Bankruptcy Code, the Plan contains other customary
<br />provisions that are consistent with the Bankruptcy Code, including: (t) provisions governing
<br />Distributions on account of Allowed Claims; (a) procedures for resolving Disputed Claims; (in)
<br />provisions regarding the modification of the Plan; (iv) provisions for a Debtor Release and
<br />Third -Party release against certain Released Parties; and (y) provisions for the retention of
<br />jurisdiction by this Court with respect to certain matters listed in Article X of the Plan. The
<br />failure to specifically address a provision of the Bankruptcy Code in this Conformation Order
<br />shalt not diminish or impair the effectiveness of this Confirmation Order.
<br />O. Banlauntcv Rule 3016(a). The Plan is dated and identifies the entities submitting
<br />the Plan as the proponents, thereby satisfying Banlruptcy Rule 3016(a).
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<br />R. Section 1129(a)(4) — Pavment for Services. Any payment made or to be made by
<br />any of the Debtors for services or for costs and expenses in or in connection with these chapter
<br />11 cases, or in connection with the Plan and incident to these chapter 11 cases, has been
<br />approved by, or is subject to the approval of, the Court as reasonable, thereby satisfying section
<br />1129(a)(4) ofthe Bankruptcy Code.
<br />S. Section 1129(a)(5) — Identity of Manavement. In accordance with section
<br />1123(b)(3)(B) of the Bankruptcy Code, the Proponents identified the person appointed as the
<br />Liquidating Trustee and serving in that capacity as the appointed representative of the Debtors
<br />and/or the Estates pursuant to the Notice of Filing of Selection of Liquidating Trustee and
<br />Liquidating Trust Board Representatives and Filing of Form Liquidating Trust Agreement
<br />(Docket No. 563). Furthermore, Article V ofthe Plan describes in detail the Liquidating Trustee
<br />and the duties of the Liquidating Trustee. The appointment of the Liquidating Trustee is
<br />consistent with the interests of creditors and public policy. The members of the Liquidating
<br />Trust Board assert that they have no conflict of interest. Therefore, the Plan complies with
<br />section 1129(a)(5) of the Bankruptcy Code.
<br />T. Section 1129(a)(6) No Rate Chanties. The Plan does not involve the
<br />establishment of rates over which any regulatory commission has or will have jurisdiction after
<br />confirmation. Therefore, section 1129(a)(6) ofthe Bankruptcy Code does not apply to the Plan.
<br />U. Section 1129(a)(7) —Best Interests of Creditors. With respect to each impaired
<br />Class of Claims, each Holder in such Class has either accepted the Plan or will receive or retain
<br />under the Plan on account of such Clain property of a value, as ofthe Effective Date, that is not
<br />Less than the amount that such Holder would receive or retain if the Debtors were Liquidated on
<br />P. Section 1129(a)(2) — Plan Proponents' Comnliance with the Bankruptcy Code.
<br />The Proponents have complied with the applicable provisions of the Bankruptcy Code. The
<br />Proponents are proper proponents of the Plan and have solicited acceptances of the Plan in
<br />accordance with the requirements of section 1125 of the Bankruptcy Code, the Bankruptcy
<br />Rules, the Combined Hearing Order, and, as applicable, the Local rules. Pursuant to the
<br />Combined Hearing Order, on or about December 1, 2020, as evidenced by the Solicitation
<br />Affidavit, the Proponents mailed, by first class mail, postage prepaid, the Solicitation Package
<br />containing copies of: u) a cover Letter describing the contents of the Solicitation Package; (a) a
<br />USB flash drive containing the Plan and the Disclosure Statement; (in) Ballots and instructions
<br />for completing the same; (iv) the Combined Hearing Order; and (v) a prepaid Ballot return
<br />envelope. Creditors not entitled to vote on the Plan were mailed copies of the Combined
<br />Hearing Order. The Disclosure Statement and the procedures by which the ballots for
<br />acceptance or rejection of the Plan were solicited and tabulated were adequate, fair, properly
<br />conducted and in accordance with Bankruptcy Rules 3017 and 3018, section 1126(b) of the
<br />Bankruptcy Code, the Combined Hearing Order, and, as applicable, the Local rules.
<br />Accordingly, the Plan satisfies section 1129(a)(2) ofthe Bankruptcy Code.
<br />Q. Section 1129(a)(3)—Plan Proposed in Good Faith. The Proponents have proposed
<br />the Plan in good faith and not by any means forbidden by Law. The Plan is the result of
<br />extensive good faith, arm's-Length negotiations between the Debtors and the Committee and, as
<br />evidenced by strong creditor support for the Plan, achieves the goals broadly embodied in the
<br />Bankruptcy Code. Therefore, the Plan complies with section 1129(a)(3) of the Bankruptcy
<br />Code.
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<br />the Effective Date under chapter 7 of the Bankruptcy Code. Therefore, the Plan complies with
<br />section 1129(a)(7) ofthe Bankruptcy Code.
<br />V. Section 1129(a)(8) — Acceptance by Certain Classes. The following Classes are
<br />impaired and, as indicated in the Young Declaration, such Classes have accepted the Plan
<br />because pursuant to section 1126(c) of the Bankruptcy Code more than one-half (1/2) of the
<br />number and at Least two-thirds (2/3) ofthe dollar amount actually voting have accepted the Plan:
<br />Class 1, Class 3, Class 4 and Class 5. Class 2 (Secured 2 Claims) is not unpaired and was
<br />deemed to accept the Plan. Class 6 (Equity Interests) is unpaired and does not receive or retain
<br />any property under the Plan on account of such Interests. Accordingly, Class 6 is deemed to
<br />reject the Plan pursuant to section 1126(g) of the Bankruptcy Code. Nevertheless, the Plan is
<br />confinnable because it satisfies section 1129(b)(1) ofthe Bankruptcy Code.
<br />W. Section I129(a)(9) — Treatment of Administrative Claims, Priority Claims, and
<br />Priority Tax Claims. The treatment of Administrative Claims and Priority Claims pursuant to
<br />the Plan satisfies the requirements of sections 1129(A)(9)(A) and (B) ofthe Bankruptcy Code,
<br />and the treatment of Priority Tax Claims pursuant to the Plan satisfies the requirements of
<br />section 1129(a) 9(9)(C) ofthe Bankruptcy Code.
<br />X. Section 1129(a)(10) — Acceptance by One Impaired Class. The Plan has been
<br />accepted by Class 1, Class 3, Class 4, and Class 5, all of which are unpaired under the Plan.
<br />Because at Least one unpaired Class of Claims has accepted the Plan, determined without
<br />including any acceptance of the Plan by any insider, the Plan satisfies the requirements of
<br />section 1129(a)(10) ofthe Bankruptcy Code.
<br />Y. Section 1129(a)(11) — Feasibility. The Plan calls for the Liquidation of the
<br />Debtors. Therefore, the Plan complies with section 1129(a)(11) ofthe Bankruptcy Code.
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