2021-01-14_GENERAL DOCUMENTS - C1980004

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Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 39 of 69 Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 40 of 69 to Claims against such Debtor shall be eliminated and cancelled; (b) any single obligation of multiple Debtors shall be treated as a single obligation in the consolidated Chapter 11 Cases; and (c) all guarantees or other obligations by a Debtor with respect to Claims against one or more of the other Debtors shall be treated as a single obligation in the consolidated cases. On the Effective Date, and in accordance with the terms ofthis Plan and the consolidation ofthe assets and liabilities of the Debtors, all General Unsecured Claims based upon guaranties of collection, payment or performance made by a Debtor as to the obligation of another Debtor shall be released and of no further force and effect Except as set forth in this Section, such substantive consolidation shall not affect (a) the legal and corporate structure of the Debtors, or (b) any obligations under any leases or contracts assumed through the Plan or otherwise after the Petition Date. Notwithstanding the substantive consolidation of the Estates for the purposes set forth herein, each Debtor shall pay its respective U.S. Trustee Fee Claims on all disbursements for any open Chapter 11 Cases, including any Distributions or disbursements made as a result of this Plan, until the earlier of entry of a final decree in these Chapter 11 Cases, dismissal of these Chapter 11 Cases, closure ofthese Chapter 11 Cases, or conversion ofthese Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code. ARTICLE III: Section 3.01 General Pursuant to section 1122 of the Bankruptcy Code, a Clain or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of the Class and is classified in a different class to the extent that the Claim or Equity Interest qualifies within the description ofthat different Class. A Claim or Equity Interest is placed in a particular Class for the purposes of receiving Distributions pursuant to the Plan only to the extent that such Claim or Equity Interest is an Allowed Claim or an Allowed Equity Interest in that Class and such Claim or Equity Interest has not been paid, released, settled or otherwise satisfied prior to the Effective Date. Section 3.02 Unclassified Claims (a) Administrative Claims In full satisfaction, and settlement of and in exchange for each Allowed Administrative Claim, except to the extent that any Holder of an Allowed Administrative Claim has received payment prior to the Effective Date, agrees with the Debtors or the Liquidating Trustee, as applicable, to different treatment or as otherwise provided for in the Plan, each Holder of an Allowed Administrative Claim shall receive payment in full, in Cash, on the later of (i) the Effective Date or as soon thereafter as is practicable if due on or before that date and unpaid on the Effective Date, (it) as soon as practicable after the date upon which such Administrative Claim becomes an Allowed Claim, or (in) such other date as may be agreed upon between the Holder of such Allowed Administrative Claim and the Liquidating Trustee. Case 1:20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 1138:01 Desc Exhibit 1 - Proposed Confirmation Order Page 41 of 69 five years after the date ofthe order for relief under section 301, 302, or 303 of the Bankruptcy Code. Votive: Class 1 Claims are Impaired by the Plan. Each Holder of an Allowed Class 1 Claim is entitled to vote to accept or reject the Plan. (b) Secured Claims (collectively, "Class 2 Claims"). Classification: Class 2 Claims consist of all Secured Claims against the Debtors Treatment To the extent ofthe Debtors' right, title or interest to the Assets securing such Secured Claims, a Holder of an Allowed Secured Claim shall receive, at the election of the Liquidating Trustee (a) Cash in the amount of such Holder's Allowed Secured Claim in one payment on the later of the Effective Date or as soon thereafter as is practicable or the date such Claim becomes an Allowed Claim by Final Order (or as soon as reasonably practicable thereafter) or (b) such Holder shall receive its Collateral on the Effective Date or as soon thereafter as is practicable. Any deficiency amount related to a Class 2 Claim shall be treated as a Class 5 Allowed General Unsecured Claim. Alternatively, such Holder shall receive such other less favorable treatment as the Debtors and such Holder agree upon in writing. Votive: Class 2 Claims are Unimpaired by the Plan and are deemed to accept the Plan (c) DIP Lender Claims (collectively, the "Class 3 Claims") Classification: Class 3 Claims consist of the DIP Lender Claims against the respective Debtors. Treatment: Holders of DIP Lender Claims or their designees shall receive the Lender Settlement Participation in full satisfaction of the DIP Lender Claims. The portion of the Lender Settlement Participation payable to the Holders of DIP Lender Claims or their designees shall be equal to the amount of the Lender Settlement Contribution Amount paid by the Holders of DIP Lender Claims or their designees. Votive: Class 3 Claims are Impaired by the Plan. Each Holder of an Allowed Class 3 Claim is entitled to vote to accept or reject the Plan. (d) Prepetition Lender Claims (collectively, "Class 4 Claims"). Classification: Class 4 Claims consist of all Prepetition Lender Claims against the respective Debtors. Treatment Holders of Prepetition Lender Claims or their designees shall receive the Lender Settlement Participation in full satisfaction ofthe Prepetition Lender Claims. The portion of the Lender Settlement Participation payable to the Holders of Prepetition Lender Claims or their designees shall be equal to the amount of the Lender Settlement Contribution Amount paid by the Holders of Prepetition Lender Claims or their designees. Any Holder of an Administrative Claim shall File an application by the Administrative Claims Bar Date for allowance of such Administrative Clain. Any Administrative Claim that is not filed by the Administrative Claims Bar Date shall be Disallowed. In addition, any Holder of an Administrative Clain that does not file an application for allowance of such Administrative Claim by the Administrative Claims Bar Date shall be forever barred from pursuing that Administrative Clain against the Debtors, the Estates, the Liquidating Trust or the Liquidating Trust Assets. (6) Professional Fee Claims Any Professional seeking an award by the Bankruptcy Court of an Allowed Professional Fee Claim on account of Professional Fees incurred from the Petition Date through and including the Effective Date (t) shall, no later than thirty (30) days after the Effective Date, File a final application for allowance of compensation for services rendered and reimbursement of expenses incurred through and including the Effective Date, and (a) shall receive, as soon as reasonably practicable after such Claim is Allowed, in full settlement, and satisfaction of, and in exchange for, such Allowed Professional Fee Claims, Cash in the amount ofthe Allowed Professional Fee Claims. (e) Priority Tax Claims Except to the extent that an Allowed Priority Tax Claim has been paid prior to the Effective Date or unless otherwise agreed by the Liquidating Trustee and the Holder of an Allowed Priority Tax Claim, each Holder of an Allowed Priority Tax Claim shall receive payment in full, in Cash, through quarterly installment payments made by the Liquidating Trustee beginning on June 30, 2021 and ending on the earlier of (i) payment in full of the Allowed Priority Tax Claim, (b) five years after the date ofthe order for relief under section 301, 302, or 303 of the Bankruptcy Code. (c) U.S. Trustee Fee Claims The Debtors or the Liquidating Trustee, as applicable, shall pay all U.S. Trustee Fees for each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, or closed, whichever occurs first The U.S. Trustee shall not be required to file any proofs) of claim regarding quarterly fees. Section 3.03 Impaired/Voting Classes of Claims against and Equity Interests in the Debtors (a) Other Priority Claims (collectively, "Class 1 Claims"). Classification: Class 1 Claims consist of all Other Priority Claims against the Debtors Treatment Except to the extent that an Allowed Priority Claim has been paid prior to the Effective Date or unless otherwise agreed by the Liquidating Trustee and the Holder of an Allowed Other Priority Claim, each Holder of an Allowed Priority Claim shall receive payment in full, in Cash, through quarterly installment payments made by the Liquidating Trustee beginning on June 30, 2021 and ending on the earlier of (i) payment in full of the Allowed Other Priority Claim, (b) Case 120-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 113801 Desc Exhibit 1 - Proposed Confirmation Order Page 42 of 69 Votive: Class 4 Claims are Impaired by the Plan. Each Holder of an Allowed Class 4 Claim is entitled to vote to accept or reject the Plan. (e) General Unsecured Claims (collectively, "Class 5 Claims"). Classification: Class 5 Claims consist of all General Unsecured Claims against the Debtors. Treatment Except to the extent that a Holder of an Allowed General Unsecured Clain agrees to a less favorable treatment and in exchange for each Class 5 Claim, a Holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of any remaining Liquidating Trust Assets after providing for the payment in full of all Allowed Secured Claims, Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Other Priority Claims; provided, that the Holders of Class 3 Claims and Class 4 Claims shall receive 50% of all distributions to Holders of Class 5 Claims until the Lender Settlement Contribution Amount is paid in full. Votive: Class 5 Claims are Impaired by the Plan. Each Holder of an Allowed Class 5 Claim is entitled to vote to accept or reject the Plan. Section 3.04 Impaired/Non-Voting Classes of Claims against and Equity Interests in the Debtors (a) Equity Interests (collectively, "Class 6 Equity Interests"). Classification: Class 6 Equity Interests consist of all Equity Interests in the Debtors. Treatment: Class 6 Equity Interests will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect. Votive: The Holders of Class 6 Equity Interests are deemed to have rejected the Plan and, therefore, are not entitled to vote to accept or reject the Plan. (b) Reservation of Rights Regarding Claims and Equity Interests Except as otherwise explicitly provided in the Plan, nothing herein shall affect the Debtors' or the Liquidating Trustee's rights and defenses, both legal and equitable, with respect to any Claims or Equity Interests, including, but not limited to, all rights with respect to legal and equitable defenses to alleged rights of setoff or recoupment Section 3.05 Lender Settlement Contribution Amount The DIP Lenders, the Prepetition Lenders and/or their designees shall pay the Lender Settlement Contribution Amount to the Debtors' Estates in accordance with the terms of the Lender Settlement Order. The DIP Lenders, the Prepetition Lenders and/or their designees shall recover the amount ofthe Lender Settlement Contribution Account in their capacities as Holders of Class 3 Claims and Class 4 Claims asset forth in Sections 3.03(c)-(d) above. For the avoidance of doubt, the DIP Lenders, the Prepetition Lenders, and their designees shall not be required to file