2021-01-22_GENERAL DOCUMENTS - C2010088 (3)

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Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered OV13/21 1138 01 Desc Exhibit 1 - Proposed Confirmation Order Page 55 of 69 Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered OIj13/21 11,38.01 Desc Exhibit 1 - Proposed Confirmation Order Page 56 of 69 (c ) Applicability of lsurance Pohetes Nmwrhstanding anything to the contrary in the Plan or Confirmation Order, Confirmation and consummation of the Plan shall not limit or affect the rights of any third -party beneficiary of any of the Debtor's insurance policies with respect to such policies, and the rights of the Debtors under any such insurance policies shall vest in the Liquidating Trustee as of the Effective Date ARTICLE IX: PROCEDURES FOR RESOLVING CONTINGENT, VNLIOUIDATED, AND DISPUTED CLAIMS AND EOUITI' INTERESTS Section 9.01 Resolution of Disputed Claims (a) All -once o%Claims and Egran, Interests Prior to the Effective Date, the Debtors, and on and after the Effective Date, the Liquidating Trustee, shall have and shall retain any and all rights and defenses that the Debtors had with respect to any Claim or Equity Interest, except with respect to any Claim or Equity Interest deemed Allowed as of the Effective Date Except as expressly provided in the Plan or many order entered to the Chapter I 1 Cases prior to the Effective Date (including the Confirmation Order), no Claim or Equity Interest shall become an Allowed Claim or Equity Interest unless and until such Claim or Equity Interest is deemed Allowed under the Plan or the Bankruptcy Code or the Bankruptcy Court has entered a Final Order, including the Confirmation Order, in the Chapter l I Cases allowing such Claim or Equity Interest (b) Prosecutton ol'Objecnons to Claims or Equity Interests Subject in all respects to the provisions hereof, other than with respect to Professional Fee Claims, prior to the Effective Date, the Debtors, and on or after the Effective Date, the Liquidating Trustee shall have the authority to File objections to Claims or Equity Interests, and the exclusive authority to settle, compromise, withdraw, or litigate to judgment objections on behalf of the Debtors' Estates to any and all Clams or Equity Interests, regardless of whether such Claims or Equity Interests are in a Class or otherwise For the avoidance of doubt the U S. Trustee's right to object to Claims, including Professional Fee Claims and Claims asserted under section 503(b)(3) and (b)(4) of the Bankruptcy Code, is reserved Any objections to Claims or Equity Interests shall be Filed on or before the Claims Objection Bar Date, as such date may be extended pursuant to the Plan Subject to the foregoing sentence, from and after the Effective Date, the Liquidating Trustee (a) may settle or compromise any Disputed Claim in accordance with the Liquidating Trust Agreement and (b) shall succeed to the Debtors' rights with respect to any objections Filed by the Debtors that remain pending as of the Effective Date From and after the Effective Date, the Liquidating Trustee shall have the sole authority to administer and adjust the Claims Register to reflect any such settlements or compromises without any further notice to or action, order, or approval of the Bankruptcy Court Case 1 20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11 38 01 Desc Exhibit 1 - Proposed Confirmation Order Page 57 of 69 investment and the addition to Liquidating Tmst Assets of any income earned to respect thereof, in the event such Claim ultimately becomes an Allowed Claim, nothing in this Plan or Liquidating Trust Agreement shall be deemed to entitle the holder of a Disputed Claim to postpetition or post - Effective Date interest on such Claim Section 9.03 Distributions After Allowance On the next Distribution Date after the date when the order oryudgment of the Banlauptcy Court allowing all or part of a Disputed Claim becomes a Final Order, the Liquidating Trustee, or such other disbursing agent, will (1) distribute to the holder of such Claim any property in the Distribution Reserve Account that would have been distributed to such beneficiary on the Distribution Dates on which distributions previously were made to beneficiaries if the Claim in issue had been an Allowed Claim (m whole or in part, as applicable) on such earlier Distribution Dates, and (2) distribute any remaining property held in the Distribution Reserve Account on account of any resolved Disputed Claim in accordance with this Plan and the Liquidating Trust Agreement After a Final Order has been entered, or other final resolution has been reached with respect to all Disputed Claims, any remaining property held in the Distribution Reserve Account will be distributed in accordance with this Plan and the Trust Agreement Section 9.04 Disallowance of Claims Any Claim that has been paid, satisfied, or superseded may be expunged on the Claims Register by, as applicable, the Debtors or the Liquidating Trustee (or the Notice and Claims Agent at, as applicable, the Debtors' or the Liquidating Trustee's direction), and any Claim that has been amended may be adjusted thereon by, as applicable, the Debtors or the Liquidating Trustee without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankmptcy Court Section 9.05 Amendments After the Bar Date, as applicable, a Claim may not be filed or amended without the authorization of the Bankruptcy Court and any such new or amended Claim Filed shall be deemed Disallowed and expunged without any furtber notice to or action, order, or approval of the Bankruptcy Court, provided that a Claim may be amended by the Holder of such Claim without authority from the Bankruptcy Court solely to decrease, but not to increase, unless otherwise provided by the Bankmptcy Court, the amount, number or priority Section 9.06 No Interest Unless otherwise specifically provided for in the Plan, by applicable law, or agreed -to by, as applicable, the Debtors or the Liquidating Trustee, interest shall not accrue or be paid on any Claim, and no Holder of any Claim shall be entitled to interest accruing on and after the Petition Date on account of any Claim Without limiting the foregoing, interest shall not accrue or be paid on any Claim after the Effective Date to the extent the final Distribution paid on account of such Claim occurs after the Effective Date Notwithstanding the foregoing, if Holders of Allowed (U Chants Estimation On and after the Effective Date, the Liquidating Trustee, may, at any time, request that the Bankruptcy Court estimate (a) any Disputed Claim pursuant to applicable law and (b) any contingent or unliquidated Claim pursuant to applicable law, including section 502(c) of the Bankruptcy Code, regardless of whether the Debtors or the Liquidating Trustee have previously objected to such Claim or whether the Bankmptcy Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U S C. ¢¢ 157 and 1334 to the maximum extent permitted by law as determined by the Bankruptcy Court to estimate any Disputed Claim, contingent Claim, or unliquidated Claim, including during the litigation concerning any objection to any Claim or during the pendency of any appeal relating to any such objection Notwithstanding any provision otherwise in the Plan to the contrary, a Claim that has been expunged from the Claims Register but that is subject to appeal or has not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the Bankruptcy Court In the event that the Bankruptcy Court estimates any Disputed Claim, contingent Claim, or unliquidated Claim, that estimated amount shall constitute either the Allowed amount of such Claim or a maximum limitation on such Claim for all purposes under the Plan, including for purposes of Distributions, and the Debtors or the Liquidating Trustee, as applicable, may elect to pursue additional objections to the ultimate Distribution on such Claim If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Liquidating Trustee, as applicable, may elect to pursue any supplemental proceedngs to object to any ultimate Distribution on account of such Claim Notwithstanding section 5020) of the Bankruptcy Code, in no event shall any Holder of a Claim that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such estimation unless such Holder has Filed a motion requesting the right to seek such reconsideration on or before 21 days after the date on which such Claim is estimated All of the aforementioned Claims and objection, estimation, and resolution procedures are cumulative and not exclusive of one another Claims may be estunated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court (a) Eapungement or Adjustment to Claims Without Objection Any Claim that has been paid, satisfied, or superseded may be expunged on the Claims Register by, as applicable, the Debtors or the Liquidating Trustee, and any Claim that has been amended may be adjusted thereon by, as applicable, the Debtors or the Liquidating Trustee without a Claims objection having to be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court Section 9.02 Distribution Reserve Account Distributions of Liquidating Trust Assets with respect to Disputed Claims shall be deposited into the Distribution Reserve Account in accordance with the terms of this Plan and the Liquidating Trust Agreement The amount deposited shall be determined by the Liquidating Trustee in consultation with the Liquidating Trust Board The Liquidating Trustee may, in consultation with the Liquidating Trust Board, invest any Cash that is withheld in the Distribution Reserve Account in accordance with the Liquidating Trust Agreement Notwithstanding any such Case 1.20-bk-12043 Doc 574-1 Filed 01/13/21 Entered 01/13/21 11.38.01 Desc Exhibit 1- Proposed Confirmation Order Page 58 of 69 Getteml Unsecured Claims receive a distribution of 100%, they shall be paid interest from the Petition Date until the date their Allowed General Unsecured Claims are paid in full at the federal judgment interest rate that was in effect on the Petition Date ARTICLE X: RETENTION OF JURISDICTION Section 10.01 Retention of Jurisdiction Under sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, and except as otherwise ordered by the Bankruptcy Court, the Bankruptcy Court shall retain exclusrvejunsdretion over all matters arising out of, and related to, these Chapter 11 Cases and the Plan to the fullest extent permitted by law rovrde however, that notwithstanding the foregoing, with respect to all civil proceedings ansrng under the Bankruptcy Code or ansrng in or related to these Chapter I I Cases and the Plan, the Bankruptcy Court shall have original but not exclusive jurisdiction, in accordance with section 1334(b) of Title 28 of the Untied States Code), including, among other things, jurisdiction to (a) allow, disallow, deternime, liquidate, classify, estimate, or establish the priority, secured, or unsecured status of any Claim or Equity Interest not otherwise Allowed under the Plan (other than personal injury or wrongful death Claims, unless agreed by the Holder), including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims or Equity Interests, (b) hear and determine all applications for compensation and reimbursement of Professional Fee Claims, rovrde however, that the payment of the fees and expenses of the Professionals of the Liquidating Trust incurred from and after the Effective Date shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court, (c) hear and determine all matters with respect to the assumption or rejection of any Executory Contract or Unexpired Lease to which any of the Debtors is a party or with respect to which any of the Debtors may be liable, including, if necessary, the nature or amount of any required Cure or the liquidation or allowance of any Claims ansrng therefrom, (d) effectuate performance of and payments under the provisions of the Plan and enforce remedies upon any default under the Plan, (e) hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters ansrng out of, under, or related to, these Chapter 1 I Cases, any Causes of Action or the Plan, (f) enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan, the Disclosure Statement or the Confirmation Order;