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<br />7 Effective Date, The Effective Date of the Plan shall be on the Business Day on
<br />which all conditions to the consummation of the Plan, as set forth in Article Xll, have been
<br />satisfied or waived
<br />8 Plan Classification Controlhne The classification of Claims and Equity Interests
<br />for purposes of the Distributions to be made under the Plan shall be governed solely by the terms
<br />of the Plan The classifications and dollar amounts set forth on the ballots tendered to or returned
<br />by the Debtors' creditors and Nutty interest holders in connection with voting on the Plan (a)
<br />were set forth on the ballots for purposes of voting to accept or reject the Plan, (b) do not
<br />necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual
<br />classification of such Claims or Equity Interests under the Plan for distribution purposes, and (c)
<br />shall not be binding on the Debtors or the Liquidating Trustee and shall not limit, prejudice or
<br />impair any party in interest from filing any objections to Claims
<br />9 Binding Effect The Plan and its provisions shall be binding on the Debtors, any
<br />entity acquiring or receiving property or a distribution under the Plan, and any creditor of or
<br />holder of an Equity Interest in the Debtors. including all governmental entities, whether or not
<br />the Claim of such creditor or the Equity Interest of such holder is disallowed, extinguished or
<br />impaired under the Plan, or whether or not such creditor or Equity Interest holder has accepted
<br />the Plan However, nothing in this Confirmation Order or the Plan discharges, releases,
<br />precludes, or enjoins any liability to a Governmental Unit on the part of any non -debtor Nothing
<br />in this Confirmation Order or the Plan shall affect any valid right of setoff or recoupment of any
<br />Governmental Unit
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<br />members, or partners of any such entities Notwithstanding the foregoing, the Liquidating
<br />Trustee shall be authorized to the extent necessary or advisable to execute, deliver, file, or record
<br />such contracts, instruments, settlement agreements, releases, indentures, and other agreements or
<br />documents and to take or direct such actions as may be necessary or appropriate on behalf of the
<br />Debtors to effectuate and further evidence the terms and conditions of the Plan
<br />15 Further Actions The approvals and authorizations specifically set forth in this
<br />Order are nonexclusive and are not intended to limn the authority of the Debtors, the Liquidating
<br />Trustee, or the Committee to take any actions necessary or appropriate to implement, effectuate
<br />and consummate the Plan, this Order and the transactions contemplated thereby, all without
<br />further application to, or order of, this Court unless such documents specifically require the
<br />approval and order of this Court with respect to the specific action or transaction to be taken or
<br />effectuated
<br />16 Plan Documents The documents substantially in the form attached to the Plan, or
<br />substantially in the form attached to the Disclosure Statement and incorporated by reference in
<br />the Plan, including but not limited to the Liquidating Trust Agreement, together with any
<br />amendments, modifications and supplements thereto, are authortzed and approved, except as
<br />otherwise provided in this Order
<br />17 Preservation of Causes of Action / Defenses In accordance with section
<br />1123(b)(3) of the Bankruptcy Code, and unless a Claim, objection, defense or Cause of Action
<br />against an Entity or Person is expressly waived, relinquished, released, compromised or settled in
<br />the Plan, the DIP Order, the Sale Order, the Settlement Agreement, the Lender Settlement Order,
<br />or any Final Order (including this Order), nothing in this Order or the Plan shall be deemed to
<br />waive, abandon, relinquish, impair, or otherwise prejudice any claims, objections, defenses, or
<br />10 Substantive Consolidation The Debtors' Estate(s) are hereby substantively
<br />consolidated solely for purposes of voting and confirming this Plan and making distributions to
<br />holders of Claims under this Plan and for no other purpose
<br />11 Refection of Executory Contracts and Unexpired Leases Pursuant to sections 105,
<br />363, 365 and 1123(b)(2) of the Bankruptcy Code, and pursuant to Article VII of the Plan, any
<br />and all Executory Contracts and Unexpired Leases not assumed by the Debtors (other than
<br />executory contracts of unexpired leases related to the Debtors' insurance policies) on or before
<br />the Effective Date or by order of the Court are REJECTED
<br />12 Bar Date for Retection Claims Pursuant to section 7 02 of the Plan, if an affected
<br />counterparty or any other party in interest (the "Resection Claimant') asserts a claim or claims
<br />against the Debtors arising from the rejection of an executory contract or unexpired lease, such
<br />Rejection Claimant shall submit a proof of claim on or before 30 days after the Effective Date If
<br />the Rejection Claimant does not timely file such proof of claim, the claimant shall be forever
<br />barred from asserting a claim against the Debtors for such rejection damages
<br />13 Exemption from Transfer Taxes Pursuant to section 1146(a) of the Bankruptcy
<br />Code, to the extent applicable, any transfers from the Debtors to any other Entity or Person
<br />pursuant to this Plan shall not he subject to any document recording tax, stamp tax, conveyance
<br />fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or
<br />other similar tax or governmental assessment
<br />14 Corporate Action / General Authonzahons All matters provided for under the
<br />Plan involving any corporate action to be taken by, or required of, the Debtors, shall be deemed
<br />to have occurred and be effective as provided in the Plan, and shall be authorized and approved
<br />in all respects without any requirement for further action by the stockholders, directors,
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<br />Causes of Action, including any rights of setoff or recoupment, that the Debtors or the Estate
<br />may have, and the Debtors and the Estate will retain and may (but shall not be required to)
<br />enforce all such claims, objections, defenses or Causes of Action The Debtors and the Estate
<br />shall further retain all claims, objections, defenses and rights regarding the claim allowance and
<br />reconciliation process in the Debtors' Chapter 11 Cases and in the provisions of the Plan
<br />governing Disputed Claims, The failure of the Debtors to specifically list any Claim, Cause of
<br />Action, suit, or proceeding does not, and will not be deemed to, constitute a watver or release by
<br />the Debtors or the Estates of such Claim, cause of action, suit, or proceeding Following the
<br />Effective Date, the Liquidating Trustee shall retain all rights under Sections 541, 542, and 543 of
<br />the Bankruptcy Code and Rule 2004 of the Bankruptcy Rules
<br />18 Dissolution of Directors and Officers Upon the Effective Date, (i) all officers,
<br />directors and employees of the Debtors are deemed to have resigned from the Debtors and are
<br />discharged from their duties and positions, and (it) the existing board of directors and/or boards)
<br />of managers of the Debtors shall be dissolved without any further action required on the part of
<br />the Debtors or the Debtors' officers, directors, shareholders, and members and any all remaining
<br />officers, managers or directors of each Debtor shall be dismissed without any further action
<br />required on the pan of any such Debtor, the shareholders or members of such Debtor, or the
<br />officers and directors of such Debtor
<br />19 Corporate Status and Dissolution The Liquidating Trustee may in its discretion
<br />maintain the corporate status of the Debtors if deemed reasonably necessary or desirable to aid in
<br />the wmdmg down the Debtors' affairs and liquidating the assets of the Debtors or the Estates, as
<br />the case may be Notwithstanding the foregoing, the Liquidating Trustee shall have the authority
<br />to take all actions that she deems necessary or appropriate to formally dissolve the Debtors in,
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