The Villages Health System - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The Villages Health System, LLC (“TVH” or the “Debtor”), which commenced its chapter 11 case on July 3, 2025, is the proponent of the First Amended Plan of Liquidation (the “Plan”) [Doc. No. 449] and accompanying Disclosure Statement [Doc. No. 450].
  • The Plan entails the formation of a post-confirmation trust to (i) administer the remaining assets of the Estate following the Sale of the Debtor’s business concerns and assets and (ii) distribute the proceeds thereof as provided in the Plan and the Liquidating Trust Agreement.
  • The Disclosure Statement addresses, among other things, the Debtor’s historical operations, events leading to the bankruptcy filing, the Sale during the Chapter 11 Case, the proposed resolution of the DOJ Claim and potential claims and causes of action against the Developer, and a further explanation regarding the terms and potential implications of the Plan.
• On Aug. 7, 2026, the Debtor filed a Plan Supplement [Doc. No. 530], which included the proposed Liquidating Trust Agreement and the Schedule of Preserved Claims and Causes of Action, together with a Plan Modification [Doc. No. 529].
  • The confirmed Plan, incorporating the Plan Modification, is attached to the Confirmation Order as Exhibit A and is styled the “Final Chapter 11 Plan of Liquidation,” dated Aug. 18, 2026; the underlying First Amended Plan is dated as of March 20, 2026.
• In support of final approval of the Disclosure Statement and confirmation of the Plan, the Debtor filed, on Aug. 18, 2026, the Confirmation Affidavit of Neil Luria [Doc. No. 544] and the Declaration of Adam J. Fialkowski of Stretto, Inc. regarding voting and tabulation of ballots [Doc. No. 543].
• Following the Aug. 20, 2026, confirmation hearing, the Court signed the Confirmation Order on Aug. 21, 2026, and the order was entered on the docket on Aug. 24, 2026 [Doc. No. 555], confirming the Plan and granting final approval of the Disclosure Statement, finding that the Disclosure Statement contains “adequate information” under section 1125(a) and that the Plan satisfies all requirements for confirmation under section 1129.
  • All objections to the Plan and Disclosure Statement that were not withdrawn, waived, resolved by stipulation, or settled were overruled on the merits in their entirety.
  • The Court found that the Debtor commenced the case with the “legitimate and honest purpose of developing an orderly process to liquidate its assets and pay legitimate claimants while maximizing value,” and that the treatment of Holders of Claims and Equity Interests was negotiated and consummated at arms’-length, without collusion, and in good faith.
  • The Court further found that the Plan does not provide for any rate change requiring regulatory approval, does not alter retiree benefits to the extent any such benefits currently exist, is not principally intended to avoid taxes or the application of section 5 of the 1933 Act, and that no other plan has been filed in the case.
  • The Court found the Plan satisfies the best interests test of section 1129(a)(7) — each Holder of an Impaired Claim or Equity Interest either accepted the Plan or will receive property of a value, as of the Effective Date, not less than it would receive in a chapter 7 liquidation — and that the Plan is feasible under section 1129(a)(11) on evidence the Court found persuasive, credible, methodologically reasonable, and uncontroverted.
  • In finding compliance with section 1123(a), the Court noted that the Plan is a liquidating plan that cancels, terminates, and extinguishes Equity Interests; distributes no equity or other interests in the Debtor to any Person; does not provide for the Debtor or the Liquidating Trust to issue securities other than the Liquidating Trust Beneficial Interests, which are not equity securities; and provides for the termination of all of the Debtor’s directors, officers, and managers except Anna Phillips.

Confirmation Findings

• The Bankruptcy Court has jurisdiction under 28 U.S.C. §§ 157 and 1334, venue is proper under §§ 1408 and 1409, and the matter is a core proceeding under § 157(b)(2), including subsections (A), (B), (G), (K), (L), (M), and (O), with the Court holding the requisite authority to enter a final order consistent with Article III.
• Classification satisfies section 1122: Claims and Equity Interests within each Class are substantially similar, valid business, legal, and factual reasons exist for the separate classification of each Class, and there is no unfair discrimination or gerrymandering.
• The Plan satisfies section 1123(a), including by designating Classes, specifying impairment and treatment, providing equal treatment within Classes absent consent to less favorable treatment, and providing adequate means for implementation; as a liquidating plan it cancels Equity Interests, distributes no equity in the Debtor, issues no securities other than the Liquidating Trust Beneficial Interests (which are not equity securities), and terminates all directors, officers, and managers except Anna Phillips.
• The Debtor complied with sections 1122, 1123, 1124, 1125, 1126, and 1128 and Bankruptcy Rules 3017, 3018, and 3019, satisfying section 1129(a)(2); all payments for services or costs and expenses have been or are subject to Bankruptcy Court approval as reasonable, satisfying section 1129(a)(4); the Persons required to be identified under section 1129(a)(5) have been identified; and the Plan’s treatment of Claims specified in sections 507(a)(1) through (8) satisfies section 1129(a)(9).
• The Plan satisfies the best interests test of section 1129(a)(7) and is feasible under section 1129(a)(11), the feasibility evidence being persuasive, credible, methodologically reasonable, and uncontroverted, and confirmation is not likely to be followed by any liquidation other than that contemplated by the Plan or by further financial reorganization.
• Sections 1129(a)(14), (a)(15), and (a)(16) are inapplicable to the Debtor and the Plan.
• Solicitation materials, Ballots, and notices were served as required by the Conditional Approval Order [Doc. No. 458], the Solicitation Procedures Order [Doc. No. 463], and Bankruptcy Rule 3017(d), and adequate notice of the objection deadline, the confirmation hearing, the Plan Supplement, and the Plan Modification was provided.

Voting and Acceptance

• Holders of Claims in Classes 1 through 6 are Impaired and were entitled to vote on the Plan, with Class 1’s entitlement qualified as applying unless Class 1 became a vacant Class prior to the Voting Deadline. Classes 3, 4, 5, and 6 voted to accept the Plan (the “Accepting Classes”), Classes 1 and 2 did not vote, and Class 7 (Equity Interests) is deemed to reject.
• The terms of the Plan, not the Ballots, govern classification for distribution purposes; any Class designations appearing on Ballots were for voting purposes only and are not binding on the Debtor except for voting.
• The Plan may nonetheless be confirmed notwithstanding section 1129(a)(8) because the Debtor demonstrated by a preponderance of the evidence that the Plan satisfies all other requirements of section 1129(a) and does not “discriminate unfairly” and is “fair and equitable” with respect to the non-accepting or non-voting classes.
  • At least one Impaired Class voted to accept the Plan, satisfying section 1129(a)(10).
• The Court found that votes were solicited after approval of the adequacy of the Disclosure Statement and were solicited and tabulated in good faith within the meaning of section 1125(e), entitling the Plan Parties to the full protections of that section and to the Plan’s exculpation provisions.
• Any Class that does not have a Claim or Interest in an amount greater than zero as of the confirmation hearing date is considered vacant and deemed eliminated from the Plan for all purposes.

Sale Transaction

• Pursuant to the Sale Order entered Sept. 9, 2025 [Docket No. 222], the Debtor sold substantially all of its assets free and clear to CenterWell Senior Primary Care (FL), Inc. (the “Purchaser”) under the CenterWell Purchase Agreement, dated on or about Sept. 8, 2025, and referred to as the Stalking Horse APA in the Sale Order.
  • The Debtor assumed and assigned certain executory contracts and unexpired leases to the Purchaser through the Sale; unless otherwise provided in the Plan, the Debtor rejects any executory contract or unexpired lease not assumed and assigned via the Sale.

DIP Financing

• The Debtor’s super-priority, senior secured DIP facility was provided by PMA Lender, LLC, which also holds the Prepetition Secured Loan dated April 7, 2025.
  • The DIP Financing Motion was filed on the Petition Date [Doc No. 4]; the Bankruptcy Court entered the Interim DIP Order on July 11, 2025 [Doc No. 60], and the Final DIP Order authorizing the Debtor to borrow additional funds under the existing DIP facility, with certain modifications, on Nov. 20, 2025 [Doc. No. 343].

DOJ Settlement

• In December 2024, prior to the filing, the Debtor instituted a voluntary self-disclosure to the Office of Inspector General for the Department of Health & Human Services regarding coding issues, including that it may have submitted Hierarchical Condition Categories diagnosis codes that were not clinically supported or otherwise did not meet Medicare coding and payment guidance.
  • The Debtor remained in contact with OIG and the DOJ throughout the case regarding potential overpayments relating to the coding issues, ultimately negotiating a resolution of the dispute pertaining to the validity and amount of the DOJ Claim (the “DOJ Settlement Agreement”), which is subject to Bankruptcy Court and final DOJ approval.
• The material terms of the DOJ Settlement Agreement are as follows:
  • The DOJ Claim shall be treated as an Allowed Claim in the amount of $541.5 million (the “DOJ Settlement Amount”).
    • The DOJ Settlement Amount shall be reduced by any funds returned by the Medicare Advantage Organizations to CMS in connection with the conduct that was the subject of the voluntary self-disclosure before the final distribution in the case, which will reduce the liability of the Estate.
  • The Debtor agrees not to pursue in the bankruptcy case the Risk Adjustment Payments (i.e., surplus amounts, incentive payments, and other similar payments) withheld by a Medicare Advantage Organization if that organization enters into an agreement with the United States by May 1, 2027, regarding the return of funds it received from CMS in connection with the conduct subject to the self-disclosure, unless such agreement returns an amount smaller than the amount of funds withheld from TVH.
• The Debtor filed a motion for approval of the DOJ Settlement under section 105(a) and Bankruptcy Rule 9019(a), which the Plan states remained pending as of the Plan’s filing; a copy or detailed summary of the DOJ Settlement Agreement was to be filed with the Plan Supplement, and the Agreement itself controls over any inconsistency with the Plan’s summary of its terms.
  • The Confirmation Order separately provides that each settlement embodied in the Plan and the Confirmation Order is approved in all respects, that the Plan’s provisions constitute a good faith compromise and settlement of all controversies resolved under the Plan as of the Effective Date, and that all distributions to Holders of Allowed Claims in any Class are intended to be and shall be final.

Developer Settlement

• The “Developer” means, collectively and individually as applicable, The Villages Health Holding Company LLC (“TVHH”), PMA Lender, and other affiliated entities party to the Developer Settlement. The Debtor identified potential claims against certain insiders and affiliates of TVH, including the Developer parties, related to the validity and characterization of certain claims and potential avoidance actions, including:
  • Potential recharacterization and avoidance of payment obligations under the TVHH Line of Credit.
  • Potential challenges to the characterization and priority of the PMA Line of Credit.
  • Potential avoidance of tax distributions paid on account of pass-through tax liability of TVHH and other equity holders of the Debtor.
  • Potential avoidance of payments made in connection with transactions involving the Developer.
  • Potential claims against the Debtor’s board of managers and officers for breach of fiduciary duty, among other claims.
• In February 2026, the United States, the Debtor, and the Developer reached an understanding as to terms acceptable to the United States, the Debtor’s largest creditor, and TVH and the Developer subsequently entered into the Developer Settlement, the principal terms of which include:
  • PMA Secured Claim: The Debtor acknowledges that PMA Lender holds a $15 million secured claim, plus reimbursable fees and expenses, on account of the PMA Line of Credit.
  • Developer Claims: The Developer agrees to pay the Debtor an aggregate $80 million in settlement of the Developer Claims, satisfied via (i) waiver of the $15 million PMA Secured Claim and (ii) payment of $65 million in cash, which will be adjusted downward to account for interest and other obligations on the PMA Secured Claim.
  • Released Parties: The Debtor agreed to revise the Plan to incorporate the Developer Settlement and include the Developer and certain related parties within the scope of “Released Parties.”
  • United States Support: The United States agrees to file a statement in support of the resolution of the Developer Claims.
• If approved, the Developer Settlement would provide the funding necessary to confirm the Plan, fund the liquidating trust, pay administrative claims and Convenience Class claims on the effective date or as soon thereafter as practicable, and pay a significant initial dividend to Beneficiaries of the Liquidating Trust (i.e., general unsecured creditors), while enabling the parties to avoid the uncertainty, cost, and delay inherent in adversarial litigation.
• The Debtor filed a motion for approval of the Developer Settlement under section 105(a) and Bankruptcy Rule 9019(a), which the Plan states remained pending as of the Plan’s filing; as with the DOJ Settlement, the Confirmation Order’s general settlement provision approves each settlement embodied in the Plan in all respects.

Payor Settlements

• The Confirmation Order incorporates two settlement agreements approved by the Court contemporaneously with confirmation, each of which remains in full force and effect in accordance with its terms and controls in the event of any inconsistency with the Plan Documents:
  • The UHC Settlement Agreement [Docket No. 518], between the Debtor and UnitedHealthcare Insurance Company and UnitedHealthcare of Florida, Inc., together with their affiliates.
  • The Florida Blue Settlement Agreement [Docket No. 519], between the Debtor and Blue Cross and Blue Shield of Florida, Inc. and its commercial HMO, Health Options, Inc.
• Under each settlement, the applicable payor and its related parties are included within the scope of “Released Parties” under the Plan and are excluded from the definition of “Payor Debtor Claims.”
  • No Estate Causes of Action released pursuant to either settlement, including any Payor Debtor Claims, shall constitute Preserved Claims and Causes of Action or Liquidating Trust Assets, be transferred to the Liquidating Trust, or be pursued against the settling payor or its related parties.
  • The withdrawal, forfeiture of distributions, and other disposition of Proofs of Claim Nos. 17 and 27 shall be governed by the UHC Settlement Agreement, and of Proof of Claim No. 30 by the Florida Blue Settlement Agreement.
  • No amendment or modification to the Plan Documents may adversely affect the rights of the settling payors except in accordance with the terms of the applicable settlement agreement, and nothing in the Plan or Confirmation Order accelerates, modifies, or otherwise affects the occurrence of the Settlement Effective Date under either agreement or any obligation arising by reference to it.

Classification and Treatment of Claims and Interests

• Class 1 – Prepetition Secured Loan Claims (Impaired; entitled to vote; est. recovery 100%)
  • Each holder shall receive Cash equal to the Allowed amount of its Claim plus interest, payable over five years via annual payments due on the anniversary of the Effective Date, beginning one year after the Effective Date.
    • Each annual payment shall equal (i) 10% of the unpaid amount of the Class 1 Claim plus (ii) 100% of interest accrued as of the payment date; the fifth and final annual payment shall equal the unpaid portion of the Class 1 Claim, including accrued interest.
    • Pending payment in full, Class 1 Claims accrue interest at 3% per annum.
  • If any Prepetition Secured Loan Claim has been challenged and the challenge remains unresolved on the Effective Date, the Claim constitutes a Disputed Claim until resolved by Final Order, at which point the Liquidating Trustee shall pay amounts then due and owing.
  • Caveat: If the Bankruptcy Court approves the Developer Settlement prior to the Effective Date, Class 1 shall be deemed a vacant Class and eliminated.
• Class 2 – Other Secured Claims (Impaired; entitled to vote; est. recovery 100%)
  • Each Other Secured Claim shall be classified into separate subclasses (e.g., Class 2A, 2B, 2C) for treatment and voting purposes, with the collateral securing such Claim surrendered to the holder in full satisfaction, settlement, release, and extinguishment of such Claim.
• Class 3 – Convenience Class Claims (Impaired; entitled to vote; est. recovery 90%)
  • Any General Unsecured Claim equal to or less than $10,000 on a per claim basis, as determined on the Effective Date, automatically constitutes a Convenience Class Claim; holders of larger General Unsecured Claims may elect Convenience Class treatment on their Ballot.
  • As soon as practicable following the Effective Date, but no later than 30 days thereafter, each holder shall receive from the Liquidating Trustee Cash equal to 90% of its Class 3 Claim, up to $9,000.
    • By way of example, a $5,000 Convenience Class Claim receives $4,500, while a $15,000 General Unsecured Claim electing Class 3 treatment receives $9,000.
  • On the Effective Date, all objections to the allowance or payment of Class 3 Claims are deemed waived, except objections to the validity or veracity of such Claims.
• Class 4 – DOJ Claims and Payor Claims (Impaired; entitled to vote; est. recovery unknown)
  • On the Effective Date, holders shall receive a Pro Rata Share of the Class A Beneficial Interests in the Liquidating Trust; holders of Disputed Class 4 Claims receive their Pro Rata Share upon allowance by Final Order.
  • Holders of Class A Beneficial Interests are entitled to a Pro Rata Share of Distributions from the Liquidating Trust until all Class A Beneficial Interests are paid in full.
  • Caveat: The DOJ Claim and Payor Claims constitute Disputed Claims under the Plan; if the DOJ Settlement is approved, the DOJ Claim shall constitute an Allowed Class 4 Claim in the amount of $541.5 million.
• Class 5 – General Unsecured Claims (Impaired; entitled to vote; est. recovery unknown)
  • On the Effective Date, each holder shall receive Cash equal to 20% of its Allowed Claim; holders of Disputed Class 5 Claims receive the same 20% upon allowance by Final Order.
  • Total Cash distributions on account of Class 5 Claims shall not exceed $1.25 million; if that amount is insufficient to fund a 20% distribution to all holders, each holder shall receive its Pro Rata Share of $1.25 million.
• Class 6 – Subordinated Section 510(b) Claims (Impaired; entitled to vote; est. recovery 0%)
  • On the Effective Date, holders shall receive a Pro Rata Share of the Class B Beneficial Interests in the Liquidating Trust, which are subordinate to the Class A Beneficial Interests; holders of Disputed Class 6 Claims receive their Pro Rata Share upon allowance by Final Order.
  • Following payment in full of all Allowed Claims in Classes 1 through 5, holders of Class B Beneficial Interests are entitled to a Pro Rata Share of any Distributions from the Liquidating Trust.
  • Class 6 Claims do not qualify for automatic or elective treatment as Convenience Class Claims in Class 3.
• Class 7 – Equity Interests (Impaired; deemed to reject; est. recovery 0%)
  • On the Effective Date, all Equity Interests shall be cancelled and holders shall receive no recovery.

Administrative, Priority, and Professional Fee Claims

• Allowed Administrative Expense Claims will be paid in full in Cash (a) on or as soon as practicable after the Effective Date, but no later than 30 days thereafter, if Allowed prior to the Effective Date; (b) no later than 30 days after allowance, if Allowed on or after the Effective Date; (c) on such terms as agreed with the Debtor or Liquidating Trustee, as applicable; or (d) as ordered by the Bankruptcy Court.
  • The Liquidating Trust is responsible for payment, from Liquidating Trust Assets, of Allowed Administrative Expense Claims not paid in full on the Effective Date, though such holders do not become Beneficiaries of the Liquidating Trust solely on account of that right.
  • Holders required under the Conditional Approval Order to file and serve a request for payment 14 days before the confirmation hearing that failed to do so are forever barred, and such Claims are deemed waived and satisfied as of the Effective Date. Holders that do not file a motion for allowance by the Administrative Expense Claim Bar Date are likewise barred, with such Claims deemed disallowed as of the Effective Date.
• Professionals must file final fee applications covering the Petition Date through the Effective Date no later than 30 days after the Effective Date, unless extended for good cause, with objections due within 14 days of filing and required to identify with specificity the particular billing entries, fees, or costs at issue.
  • Professional Fee Claims allowed on or prior to the Effective Date shall be paid either by the Debtor on the Effective Date, if deemed practicable, or by the Liquidating Trust within 10 days after the Effective Date; those allowed after the Effective Date shall be paid by the Liquidating Trust no later than three days after the allowance order becomes a Final Order.
  • The Liquidating Trustee may pay retained Liquidating Trust Advisors, Professionals, or other Entities in the ordinary course for post-Effective Date services without further Bankruptcy Court order.
  • On the Effective Date, Professionals for the Debtor and the Committee are deemed to have completed their services to the Estate.
• Each holder of an Allowed Priority Tax Claim will be paid in Cash the Allowed amount of such Claim, plus any amount required to comply with section 1129(a)(9)(C) or (D), on the later of the Effective Date or allowance, but in no event later than 30 days after such event.
• The Debtor is authorized to pay amounts due under the Plan on the Effective Date, including Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Statutory Fees for the pre-Effective Date period, provided that the Debtor need not pay Claims it reasonably believes are Disputed or improperly classified and shall establish or seek to estimate such Claims to set an adequate reserve within a reasonable time following the Effective Date.

Liquidating Trust

• The Liquidating Trust Agreement is approved, and the Debtor, the Liquidating Trustee, and the Liquidating Trust are authorized to take all actions contemplated under it, including making appropriate modifications that do not materially affect substantive rights. The Liquidating Trust will be established on the Effective Date for the purpose of liquidating the Liquidating Trust Assets, maximizing recoveries for the benefit of the Liquidating Trust Beneficiaries, and making distributions under the Plan, with no objective to continue or engage in the conduct of a trade or business in accordance with Treas. Reg. § 301.7701-4(d).
  • The Liquidating Trust is intended to qualify as a “grantor trust” for federal income tax purposes and, to the extent permitted by applicable law, for state and local income tax purposes, with the Beneficiaries treated as grantors and owners.
• The Liquidating Trust Assets vesting in the trust on the Effective Date include: (i) all Cash on hand, except funds required to pay amounts due on the Effective Date; (ii) all Insider Claims; (iii) all D&O Claims; (iv) any claims against any person or party, including third party professionals, relating to the DOJ Claims, any D&O Claim, or any Insider Claim; (v) the Payor Debtor Claims; (vi) all Retained Causes of Action; and (vii) all membership interests in the Debtor. The Plan’s Article II definition of “Liquidating Trust Assets” is stated more broadly as all Assets of the Debtor and the Estate as of the Effective Date, including Cash on hand, Causes of Action, Privileges, and any rights under the Insurance Policies (including the D&O Policies) or proceeds thereof.
  • Excluded are any Claims or Causes of Action settled or otherwise resolved prior to the Effective Date, including, if approved, those resolved under the DOJ Settlement, the Developer Settlement, the UHC settlement motion [Doc. No. 518], or the Florida Blue settlement motion [Doc. No. 519].
  • All property transferred to the Liquidating Trust is transferred free and clear of all Claims, Liens, encumbrances, charges, and other interests, except as otherwise provided in the Plan, and the Debtor will retain no further interest in the Liquidating Trust Assets or the Liquidating Trust.
  • All Privileges of the Debtor relating to the Liquidating Trust Assets are transferred to the Liquidating Trust without waiver or release, with the Liquidating Trustee holding and entitled to assert such Privileges.
  • The Plan preserves for the Liquidating Trust the right to conduct Bankruptcy Rule 2004 investigations as necessary and relevant to the liquidation and administration of the Liquidating Trust Assets, vesting on the Effective Date and continuing until dissolution of the trust.
• For federal income tax purposes, all parties will treat the transfer of assets as a transfer to the Liquidating Trust Beneficiaries, followed by a transfer by such Beneficiaries to the Liquidating Trust, with the Beneficiaries treated as grantors and owners thereof.

Liquidating Trustee

• Neil Luria of GBH SOLIC Holdco, LLC is approved to serve as Liquidating Trustee, effective on the Effective Date, with the assistance of SOLIC, and is irrevocably appointed as the Debtor’s attorney-in-fact to convey, transfer, vest, perfect, and confirm title of the Liquidating Trust Assets in the trust.
  • From and after the Effective Date, the Liquidating Trustee acts as representative of the Estate for all purposes, including under section 1123(b)(3) for retaining and enforcing claims or interests of the Estate, including rights under the Sale Order.
  • Pack Law will be retained as special litigation counsel to pursue the D&O Claims, the Insider Claims, and certain other Causes of Action to be determined in the Liquidating Trustee’s business judgment.
  • The Liquidating Trustee is compensated as set forth in the Liquidating Trust Agreement and may pay his fees and expenses and those of his professionals from the Liquidating Trust.
• The Liquidating Trustee’s responsibilities include: (a) preserving and liquidating the Liquidating Trust Assets and making distributions to Beneficiaries; (b) administering and paying taxes, including filing tax returns — to the extent not the obligation of the Purchaser or, if the Developer Settlement is approved, TVHH and TVH — and representing the trust before taxing authorities; (c) retaining and paying professionals; (d) distributing information statements for tax purposes; (e) filing an application for a final decree closing the Chapter 11 Case; (f) making distributions on Allowed Administrative Priority Claims and Professional Fee Claims not paid in full on the Effective Date; and (g) making distributions to holders of Allowed Claims.
  • After the Effective Date, the Liquidating Trustee must file with the Bankruptcy Court and submit to the U.S. Trustee regular post-confirmation quarterly disbursement reports on or before the 20th day of each of January, April, July, and October until the case is closed, converted, or dismissed.
• The Liquidating Trustee’s powers include: (a) investing trust funds and making Distributions and payments of taxes and other obligations; (b) engaging and compensating employees and professionals without prior Bankruptcy Court approval; (c) pursuing, prosecuting, resolving, compromising, and settling any Causes of Action without notice to or approval from the Bankruptcy Court, including derivative actions; (d) objecting to Claims and Interests, including seeking subordination or recharacterization; and (e) enforcing the Sale Order, the Confirmation Order, or any other Order of the Bankruptcy Court.
  • Note: these “sole discretion / without further order” grants (Plan Art. V.C and X.E.1; Confirmation Order ¶8) sit uneasily with Article VI.D, which subjects resolutions of claims involving more than $1 million to Court approval under Bankruptcy Rule 9019. The Plan does not reconcile the two.
• The Liquidating Trustee and his consultants or professionals are entitled to indemnification and advancement from the Liquidating Trust against losses, liabilities, expenses (including reasonable attorneys’ fees and disbursements), damages, taxes, suits, or claims incurred by reason of their service, except for liability finally judicially determined to have arisen solely from gross negligence or willful misconduct.

Means of Implementation

• On the Effective Date, the Debtor shall transfer the Liquidating Trust Assets to the Liquidating Trust, which shall administer those assets and distribute the proceeds to the Beneficiaries in accordance with the Liquidating Trust Agreement, the Plan, and the Confirmation Order.
• The Plan Parties, the Liquidating Trust, and the Liquidating Trustee are authorized to execute, deliver, file, and record all documents and take all actions necessary to implement the Plan without further application to or order of the Bankruptcy Court and without further action by the Debtor’s directors, stockholders, managers, or members, with like effect as if taken by unanimous action. The Confirmation Order constitutes all approvals and consents required under applicable business organization, corporation, trust, and other laws, and the Liquidating Trustee, as authorized signatory of the Debtor, may execute and file articles or certificates of merger, consolidation, or dissolution with any applicable Secretary of State or governmental entity.
• Also on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against property of the Estate and the Liquidating Trust Assets shall be deemed fully released without further action, provided that any tax liens asserted against the Debtor or its assets shall not be released until the underlying tax claim has been satisfied.
• All promissory notes, stock certificates, instruments, indentures, bonds, agreements, certificates, and other documents evidencing any Equity Interest in or debt obligation of the Debtor shall be deemed cancelled on the Effective Date and thereafter evidence only the right, if any, to receive distributions under the Plan; all Equity Interests shall be cancelled, retired, and cease to exist.
  • Cancellation does not impair the underlying right of a Holder of an Allowed Claim to receive distributions or any rights against any non-Debtor Person, insurer, guarantor, collateral, or other source of recovery, except as expressly provided in the Plan or Confirmation Order.
• During the period from the Confirmation Date through the Effective Date, the Debtor shall continue to operate as debtor in possession, subject to the oversight of the Bankruptcy Court.
• On the Effective Date, the Committee shall be automatically dissolved and its members, Professionals, and agents released of their duties, responsibilities, and obligations.
• Pursuant to section 1141(d)(3), the Plan does not discharge the Debtor from any Claim or debt, and nothing in the Plan or Confirmation Order shall be construed as granting the Debtor a discharge.

Executory Contracts and Unexpired Leases

• Except to the extent previously assumed, assigned, or rejected, subject to a pending or granted assumption motion, or designated for assumption under the Plan, the Debtor’s executory contracts and unexpired leases are deemed rejected on the Effective Date pursuant to sections 365 and 1123, with the Plan constituting a motion to reject.
  • Nothing modifies the rights of any Holder of Claims or any current or former party to a lease to assert setoff or recoupment, including with respect to security deposits, in connection with Claims reconciliation, or as a defense to any claim or Cause of Action by the Debtor, the Liquidating Trust, or any successor.
  • Proofs of Claim arising from rejection under the Plan must be filed within 45 days after the Effective Date, and each such Claim shall be treated as a Class 5 General Unsecured Claim, subject to any applicable limitation or defense.
    • Caveat: the Plan itself (Art. VII.C) sets a different deadline — 30 days after service of notice of entry of the Confirmation Order. Because the Confirmation Order controls over the Plan in the event of conflict, the 45-day/Effective Date deadline governs, and untimely rejection Claims are forever barred.
• To the extent deemed Executory Contracts, the Insurance Policies and the Debtor’s Transition Service Agreement with CenterWell Senior Primary Care (FL), Inc., dated Nov. 7, 2025, are assumed by the Debtor under the Plan rather than rejected, and the Debtor’s and Estate’s rights under the Transition Service Agreement vest with the Liquidating Trust without altering the parties’ rights and obligations thereunder.
• Notwithstanding anything to the contrary in the Plan or Confirmation Order, none of the Debtor’s executory contracts or unexpired leases with Dell Financial Services, LLC (the “Dell Contracts”) shall be rejected on or as of the Effective Date.
  • The Debtor intends to assume and assign the Dell Contracts to CenterWell Senior Primary Care (Vitality), Inc. or an affiliate.
  • The amount of any Cure Costs (as such term is defined by Doc. Nos. 29, 110, and 222) or other amounts required to be paid in connection with the assumption and assignment, including the nature, validity, amount, and extent of any amounts asserted to be due, remains disputed and is expressly preserved for subsequent resolution, with the Court retaining jurisdiction to determine such disputes if the parties cannot resolve them consensually.

Insurance

• All insurance policies and agreements issued to or providing coverage for the Debtor or any other insured, together with all related rights, claims, defenses, and benefits, remain in full force and effect according to their terms, and nothing in the Plan or Confirmation Order alters the rights, obligations, defenses, or liabilities of any party thereunder or under applicable non-bankruptcy law.
  • All rights of the Debtor and the Estate under the Insurance Policies, including rights to coverage, defense, indemnification, payment, reimbursement, proceeds, and the prosecution and settlement of insurance claims, vest in and are preserved for the benefit of the Liquidating Trust on the Effective Date, solely to the extent provided in the Plan and the Liquidating Trust Agreement. The Debtor is deemed to have assumed all of the Insurance Policies prior to such vesting.
  • All insurers and other parties retain their rights, claims, defenses, setoffs, recoupments, limitations, exclusions, deductibles, self-insured retentions, and obligations under the Insurance Policies.
  • The Plan (Art. VI.K) prohibits each applicable insurer from denying, refusing, altering, or delaying coverage on any basis regarding or related to the Chapter 11 Case, the Plan, or any provision therein, including the treatment or means of liquidation set out in the Plan for any insured Claims or Causes of Action, and provides that the Confirmation Order shall include an injunction to that effect.
    • Caveat: the Confirmation Order’s insurance provision (¶25) contains no such injunction and applies “[n]otwithstanding anything to the contrary in the Plan,” providing that nothing alters, impairs, or diminishes any insurer’s rights, obligations, defenses, or liabilities and that all insurers retain their rights, claims, defenses, setoffs, recoupments, limitations, exclusions, deductibles, self-insured retentions, and obligations. Read with the rule that the Confirmation Order controls over the Plan, ¶25 appears to displace the Plan’s insurer injunction.
  • No distributions shall be made on account of an Allowed Claim payable under one of the Debtor’s Insurance Policies until the holder has exhausted all remedies with respect to such policies.

Distributions

• The Distribution Record Date is the Effective Date, as of which the transfer registers for each Class are deemed closed; neither the Debtor nor the Liquidating Trustee has any obligation to recognize ownership transfers occurring thereafter.
• The Debtor shall make all Distributions paid on or before the Effective Date, and the Liquidating Trustee all Distributions paid thereafter, including on Claims related to Professionals and costs of the Estate, even where such holders are not Beneficiaries of the Liquidating Trust. All Distributions shall be made by the Claims Agent, Stretto, Inc., on or after the Effective Date.
  • No Distributions shall be made on account of a Disputed Claim unless and until such Claim is deemed Allowed by Final Order.
  • All Distributions on the DOJ Claim shall be made via electronic transfer pursuant to payment instructions provided by the U.S. Attorney’s Office for the Middle District of Florida.
• Distributions returned as undeliverable cease unless and until the Debtor or Liquidating Trustee is notified in writing of the holder’s then-current address; undeliverable Distributions revert to the Liquidating Trust, and the Liquidating Trustee has no obligation to update or correct recipient contact information. Any Cash or property not claimed by a Beneficiary within three months after the date of Distribution is deemed unclaimed property under section 347(b) and reverts to the Liquidating Trust, with the intended recipient deemed to have waived and released all rights to that and any other Distribution under the Plan; this provision is not intended to impair the sovereign immunity of any Governmental Unit or limit its right to a Distribution it is otherwise entitled to under the Plan.
• De minimis and rounding conventions provide that fractional dollar amounts are rounded to the nearest whole dollar, with half dollars rounded down, and that no Distribution is required (i) if the aggregate amount authorized on a Distribution date is less than $25,000, in which case it is deferred to the next Distribution, (ii) if the amount to a holder is less than $100, unless it is that holder’s final Distribution, or (iii) if the final Distribution to a holder is $50 or less; the Debtor or Liquidating Trustee may nonetheless elect to make such Distributions.
• Following final Distributions, if remaining Cash in the Liquidating Trust is $15,000 or less, the Liquidating Trustee may donate such amount to a charity unrelated to the Debtor, the Committee and its members, the Liquidating Trustee, the Liquidating Trust Advisors, and their respective professionals.
• Except as expressly provided in the Plan, interest shall not accrue on Claims and no holder is entitled to interest accruing on or after the Petition Date, and no Claim is Allowed to the extent it is for postpetition interest or similar charges except as permitted for holders of Secured Claims under section 506(b); nor may any holder receive Distributions in excess of the Allowed amount of its Claim. Where an Allowed Claim comprises indebtedness and accrued but unpaid interest, Distributions are allocated first to principal (as determined for U.S. federal income tax purposes) and only then to accrued but unpaid prepetition interest. The Debtor and the Liquidating Trustee retain the right to prepay, without penalty, all or any portion of an Allowed Claim, and to reduce any Claim by setoff in accordance with the Debtor’s books and records without further order of the Bankruptcy Court.
• If a holder receives payment or other satisfaction of its Claim from a source other than the Debtor or the Liquidating Trustee, the Claim is reduced by that amount without any objection or further order, and is disallowed if satisfied in full, with any recovery in excess of a single full recovery paid over to the Liquidating Trustee. A holder that receives both a Plan Distribution and third-party payment exceeding its Claim must repay or return the excess to the Debtor or Liquidating Trustee within 14 days of receipt.

Claims Administration

• After the Effective Date, the Liquidating Trustee is authorized to (1) file, withdraw, or litigate to judgment objections to Claims; (2) settle, compromise, or otherwise resolve Disputed Claims without further notice to or approval by the Bankruptcy Court; and (3) administer and adjust the Claims Register to reflect settlements, compromises, Final Orders, payments, or amended, superseded, cancelled, or expunged Proofs of Claim.
  • The Liquidating Trustee may not resolve any objection to Assumed General Unsecured Claims without the prior consent of the Purchaser.
  • The Liquidating Trustee is primarily responsible for reconciling and objecting to General Unsecured Claims.
• The Claims Objection Deadline is 180 days after the Effective Date, subject to extension by the Bankruptcy Court upon a showing that the extension serves the best interests of the Estate or Liquidating Trust, provided any motion to extend is filed on or before the then-effective deadline; the filing of such a motion automatically extends the deadline until the motion is resolved by Final Order.
• Before or after the Effective Date, the Debtor or Liquidating Trustee may request that the Bankruptcy Court estimate any disputed, contingent, or unliquidated Claim under section 502(c), regardless of whether any party has previously objected or the Court has ruled on such objection.
  • A Claim expunged from the claims register but subject to appeal or otherwise not yet resolved by Final Order is deemed estimated at zero dollars unless the Court orders otherwise, as are Claims held by Persons against whom an avoidance action was commenced prior to the Effective Date.
  • Any estimated amount constitutes a maximum limitation on the Claim for all purposes under the Plan, including Distributions, though the Debtor or Liquidating Trustee may pursue a supplemental proceeding objecting to allowance.
• Claims held by Persons from which property is recoverable under sections 542, 543, 550, or 553, or that are transferees of avoidable transfers, shall be deemed Disallowed under section 502(d), and such holders may not receive Distributions until the related Causes of Action are settled or resolved by Bankruptcy Court order and all sums due are turned over or paid to the Liquidating Trustee.
• Each Holder of a Claim or Equity Interest is deemed to have waived any right to assert an argument based on an agreement with the Debtor, its counsel, or any other Person that was not disclosed in the Plan, the Disclosure Statement, or papers filed with the Court prior to the Effective Date.
• Nothing in the Plan or Confirmation Order prevents a creditor from exercising recoupment or setoff rights under section 553, or the Debtor or Liquidating Trust from exercising any rights of recoupment or setoff permitted under applicable law.
• The General Bar Date for non-governmental Claims arising prior to the Petition Date was Sept. 11, 2025, and the Governmental Unit Bar Date was Feb. 28, 2026. A Proof of Claim asserting an Administrative Expense Claim (other than a section 503(b)(9) Claim) does not constitute a motion or request for allowance and payment of such a Claim.

Preservation of Causes of Action

• All Causes of Action not expressly released, waived, settled, or abandoned are preserved and shall be transferred to the Liquidating Trust on the Effective Date for prosecution, and no failure to identify a defendant, transaction, or legal theory in the Plan Supplement constitutes a waiver, prevents transfer, or otherwise prejudices the Liquidating Trust’s ability to prosecute such claim.
  • The Plan states that it is the expressed intention of the Plan to preserve rights, claims, and causes of action of the Debtor and the Estate, whether now known or unknown, for the benefit of the Liquidating Trust and the Debtor’s creditors, and no Entity may rely on the absence of a specific reference in the Plan or Disclosure Statement as an indication that the Liquidating Trustee will not pursue available Causes of Action against them.
  • The Debtor has made a good faith effort to identify and disclose all known Causes of Action, and a schedule of known Causes of Action to be transferred to and retained by the Liquidating Trust is attached to the Plan Supplement.
  • No preclusion doctrine, including res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel, or laches, shall apply to such Causes of Action upon or after entry of the Confirmation Order or the Effective Date.
• From and after the Effective Date, prosecution and settlement of all Causes of Action conveyed to the Liquidating Trust is the sole responsibility of the Liquidating Trustee, who may pursue them in accordance with the best interests of the Beneficiaries and holds the exclusive right to institute, prosecute, abandon, settle, or compromise such Claims in its sole discretion and without further order of the Bankruptcy Court.
  • Under Article VI.D, resolutions of claims involving more than $1 million shall be subject to Court approval under Bankruptcy Rule 9019 — a limitation that is in tension with the “sole discretion, without further order” language of Article X.E.1 and Confirmation Order ¶8 and the “without notice to or approval from the Bankruptcy Court” settlement power in Article V.C.
  • Any Cause of Action or Avoidance Action settled or otherwise resolved prior to the Effective Date shall not vest in the Liquidating Trust, except that where such resolution includes payments over time, those payments shall vest in the trust.
  • In pursuing an Avoidance Action, the Debtor, the Liquidating Trust, the Liquidating Trustee, and their assignees shall certify in writing in any demand, claim, complaint, or other collection effort compliance with section 547(b).
  • The Liquidating Trust reserves the right to pursue or adopt any claims or causes of action alleged in any lawsuit in which the Debtor or the Committee is a defendant or interested party, including against plaintiffs or co-defendants.

Releases

• The releases and exculpations set forth in Article X of the Plan are approved in their entirety. The Court found them to be integral parts of the Plan and valid exercises of the Debtor’s business judgment, that pursuing claims against any Released Party or Exculpated Party is not in the best interest of the Estate and its constituencies as the costs involved likely would outweigh any potential benefit, and that failure to effect them would impair the Debtor’s ability to confirm the Plan.
• “Released Parties” means, solely in their capacities as such: (i) the Debtor’s professionals, specifically Baker & Hostetler LLP as legal counsel, Neil Luria and SOLIC as CRO and support staff, and Anna Phillips as independent director; (ii) the Committee’s professionals, Pack Law P.A. and Genesis Credit Partners LLC; and (iii) the Debtor, together with, solely as to (i) and (ii), their respective officers and directors, equity holders, members, partners, managers, employees, agents, attorneys, accountants, consultants, and other professionals.
  • If the Developer Settlement is approved, “Released Parties” also includes the Settlement Release Parties as defined in the Developer Settlement, along with their respective officers and directors, equity holders, members, partners, managers, and employees.
  • Only the Professionals set forth in (i) and (ii) are included; KPMG, BDO USA, and any other unnamed professional retained by the Debtor are expressly excluded.
• “Releasing Parties” means, solely in their capacities as such, (i) the DIP Lender, (ii) the Prepetition Lender, (iii) the Purchaser, (iv) the Committee, and (v) the Liquidating Trustee; neither the U.S. Trustee, the DOJ, nor any other department or element of the U.S. government constitutes a Releasing Party.
• The Debtor, its Estate, the Liquidating Trustee, and the Liquidating Trust (as applicable) release each Released Party, and each Releasing Party releases the Debtor, the Estate, and each Released Party, from all Claims, Causes of Action, Avoidance Actions, obligations, suits, judgments, damages, demands, losses, liabilities, and remedies, whether known or unknown, including derivative claims, relating to the Debtor (including its management, ownership, or operation), the Estate, the Debtor’s in- or out-of-court restructuring efforts, intercompany transactions, Avoidance Actions, the purchase or sale (or rescission thereof) of any security of the Debtor, the subject matter of any Claim or Equity Interest treated in the Plan, the business or contractual arrangements between the Debtor and any Released Party, the restructuring of any Claim or Equity Interest before or during the case, the Chapter 11 Case and its filing, the process and approval of the Sale, the pursuit of confirmation and consummation, the solicitation of votes, and the administration and implementation of the Plan.
  • The releases do not extend to (i) post-Effective Date obligations under the Plan or (ii) any Preserved Claims and Causes of Action, including Insider Claims, D&O Claims, claims against any person or party (including third party professionals) relating to the DOJ Claims, any D&O Claim, or any Insider Claim, and the Payor Debtor Claims; that limitation does not apply, however, to any matters resolved by or through the Developer Settlement, if approved, which are entitled to the full scope of releases, waivers, and other protections.
  • Nothing releases any Released Party from Claims or Causes of Action found, pursuant to a Final Order, to be solely the result of such party’s gross negligence, fraud, or willful misconduct.
  • Entry of the Confirmation Order constitutes the Court’s approval of the releases under Bankruptcy Rule 9019 and its finding that they are given in exchange for good and valuable consideration, are a good faith settlement and compromise, are in the best interests of the Debtor and the Estate, are fair, equitable, and reasonable, were given after due notice and opportunity for hearing, and bar assertion of the released Claims and Causes of Action.
• Notwithstanding Article X, no release or exculpation is granted to the “Non-Released Parties,” consisting of (i) any current or former officers, managers, or directors; (ii) any current or former statutory or non-statutory insiders; (iii) the Prepetition Secured Lender; (iv) any person or entity subject to any Liquidating Trust Claims; and (v) any other affiliated person or entity that the Debtor or the Committee may determine has liability to the Debtor, except to the extent of the Released Parties and provided that, subject to approval of the Developer Settlement, the Developer shall not constitute Non-Released Parties.
• No provision of the Plan or Confirmation Order, including the exculpation provision, shall (a) modify, release, or otherwise limit the liability of any Person or Entity not specifically released or exculpated, including any party otherwise liable under theories of vicarious or other derivative liability or any non-Debtor third party guarantor of a Debtor obligation, or (b) affect the ability of the IRS to pursue any non-Debtor entity, to the extent allowed by non-bankruptcy law, for liabilities related to federal income tax liabilities owed by the Debtor or the Estate.

Exculpation

• “Exculpated Parties” means, solely in their capacities as such, (i) the Debtor, (ii) the Debtor’s officers and directors, including independent director Anna Phillips, (iii) CRO Neil Luria and SOLIC, (iv) the Committee and its members, (v) the DIP Lender, and (vi) the professionals and advisors of the foregoing.
• The Exculpated Parties shall neither have nor incur any liability for acts or omissions during the Exculpation Timeframe — the period from the Petition Date through and including the Effective Date — related in any way to the Liquidating Trust Agreement, the Chapter 11 Case, the Disclosure Statement, the Plan, or any other Plan Document, including formulating, negotiating, preparing, disseminating, implementing, administering, confirming, or consummating the Plan or the postpetition debtor-in-possession financing approved by the Bankruptcy Court.
  • The exculpation does not apply to liability that solely results from an act or omission determined in a Final Order to have constituted gross negligence, fraud, a violation of criminal law, or willful misconduct, nor does it affect liability arising solely from actions or omissions occurring before or after the Exculpation Timeframe or the rights of any party to enforce the Plan or related documents.

Injunction

• From and after the Effective Date, all Persons and Entities are permanently enjoined from commencing or continuing any suit, action, or other proceeding against the Debtor, the Committee or its members, the Released Parties, the Liquidating Trust or the Liquidating Trustee, and their respective related parties and assets, on account of or respecting any claim, demand, liability, obligation, debt, right, cause of action, interest, or remedy released or to be released under the Plan or Confirmation Order.
• All Persons who have held, hold, or may hold Claims against or Equity Interests in the Debtor are likewise enjoined from (a) commencing or continuing any Claim, action, or proceeding against any assets to be distributed under the Plan, (b) enforcing, attaching, collecting, or recovering any judgment, award, decree, or order with respect to such assets, and (c) creating, perfecting, or enforcing any encumbrance with respect to such assets.
  • Parallel injunctions bar actions against the Liquidating Trust and Liquidating Trustee, their successors, assigns, assets, and properties, including the assertion of any right of subrogation and the commencement or continuation of proceedings in respect of any claim, equity interest, or cause of action released or settled under the Plan.
• Nothing in the Plan or Confirmation Order extinguishes, impacts, or releases any right of setoff, recoupment, or subrogation (a) held by any Creditor asserted in a timely filed proof of claim or objection to the Plan, or pursuant to section 503(b)(1)(d), or (b) that is or may be asserted as an affirmative or other defense to a Cause of Action or Claim asserted by the Debtor or the Liquidating Trust, nor does it affect the applicability of 26 U.S.C. § 7421(a).
• The United States is not enjoined or barred by the injunction provisions but shall be bound by the Plan and Confirmation Order as against the Liquidating Trustee and Liquidating Trust with respect to any Claim of the United States arising prior to the Effective Date.
• All stays in effect under sections 105 or 362 or any order entered as of or prior to the Confirmation Date, excluding injunctions or stays contained in the Plan or Confirmation Order, remain in full force and effect through and including the Effective Date, and all injunctions or stays contained in the Plan or Confirmation Order remain in full force and effect in accordance with their terms.

Securities and Tax Exemptions

• The Liquidating Trust constitutes a “successor” and a “newly organized successor” to the Debtor solely for purposes of sections 1145 and 1125(e), and neither the Debtor nor the Liquidating Trust are underwriters within the meaning of section 1145(b).
  • To the extent constituting securities under the 1933 Act, the Liquidating Trust Beneficial Interests are deemed offered, sold, issued, and distributed pursuant to section 1145 and are exempt from the registration requirements of the 1933 Act, from section 5 of the Securities Act, and from any state or local law requiring registration for the offer or sale of a security or the registration or licensing of an issuer, broker, or dealer.
  • The Plan separately provides (Art. VI.H) that Beneficial Interests shall not constitute “securities” under section 1145 and that their issuance is exempt from registration under the Securities Act of 1933 and all applicable state and local laws requiring registration of securities — a formulation inconsistent with the Confirmation Order’s treatment of the interests as securities exempted under section 1145. Because the Confirmation Order controls over the Plan, the Confirmation Order’s formulation governs.
  • These findings are binding upon all parties to the Chapter 11 Case, the Debtor, the Liquidating Trust and its Liquidating Trustee(s), the SEC, and all other federal, state, and local regulatory enforcement and other agencies.
• Under section 1146(a), the issuance, transfer, or exchange of any securities under the Plan, the release of any mortgage, deed of trust, or other Lien, the making, assignment, filing, or recording of any lease or sublease, the transfer of title to or ownership of any of the Debtor’s property interests, and the making or delivery of any deed, bill of sale, or other instrument of transfer shall not be subject to any document recording tax, stamp tax, conveyance fee, sales or use tax, bulk sale tax, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, UCC filing or recording fee, or other similar tax or governmental assessment in the United States.
  • Federal, state, and local governmental officials or agents shall forgo collection of any such tax or assessment and accept the foregoing instruments for filing and recordation without payment.

Statutory Fees

• All Statutory Fees due and payable prior to the Effective Date, together with the statutory rate of interest under 31 U.S.C. § 3717 to the extent applicable, shall be paid in full in Cash by the Debtor on the Effective Date. On and after the Effective Date, the Debtor and the Liquidating Trustee shall be jointly and severally liable for Statutory Fees when due and payable, and the Liquidating Trustee shall be responsible for paying Quarterly Fees.
  • The obligation to pay Statutory Fees to the Office of the U.S. Trustee continues until the earliest of the case being closed, dismissed, or converted to chapter 7.
  • If, after the Effective Date, disbursements other than those made by the Liquidating Trust are made in any quarter, the entity making them shall report the same to the Liquidating Trustee for inclusion in the appropriate separate quarterly report.
  • The Debtor shall file all monthly reports due prior to the Effective Date, and the Liquidating Trustee shall file quarterly reports thereafter, in each case in a form reasonably acceptable to the U.S. Trustee.
  • The U.S. Trustee is not required to file a request or motion for allowance of an Administrative Expense Claim to establish its entitlement to statutory fees and shall not be treated as providing any release under the Plan.

Conditions Precedent and Effective Date

• The Plan shall not become effective until the conditions set forth in Section XI.A of the Plan are satisfied or waived in writing by the Debtor with the consent of the Committee. The legible conditions include that the Confirmation Order be in full force and effect and that the Liquidating Trust Assets have been transferred to and vested in the Liquidating Trust; the remaining conditions concern entry of a Confirmation Order in form and substance acceptable to the Debtor, an acceptable Liquidating Trust Agreement, the filing of Plan Documents and Plan Supplement exhibits, and execution of the documents necessary to effectuate the Plan.
• The Debtor or the Liquidating Trustee shall file a notice on the docket indicating the occurrence of the Effective Date on or before five business days thereafter. On the Effective Date, the Plan shall be deemed substantially consummated under sections 1101 and 1127(b).
• Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 7062, 8001, and 8002, the Confirmation Order is immediately effective and enforceable upon entry, and the Plan is immediately effective and enforceable upon the Effective Date and binding on the Debtor, the Liquidating Trust, all Holders of Claims or Equity Interests, all persons and entities party to or subject to the settlements, compromises, stays, and exculpations described in the Plan, each person or entity acquiring property under the Plan, and all non-Debtor parties to executory contracts and unexpired leases with the Debtor.
• The Confirmation Order is a Final Order, and the period in which an appeal must be filed commences upon its entry.

Modification and Revocation

• Prior to the Effective Date, the Debtor may, under section 1127(b), (i) amend the Plan so long as the amendment does not materially and adversely affect the treatment of Holders of Claims or Equity Interests and (ii) institute proceedings to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order. The Debtor, in consultation with the Committee, also reserves the right to amend or modify the Plan prior to the Effective Date, including to satisfy section 1129(b).
  • Entry of the Confirmation Order means all modifications or amendments following the solicitation of votes are approved under section 1127(a) and do not require additional disclosure or re-solicitation. The Confirmation Order separately authorizes the Debtor to make any modifications to documents included in the Plan and Plan Supplement that the parties thereto agree to and that are consistent with the Plan and the Confirmation Order.
• The Debtor reserves the right to revoke or withdraw the Plan prior to entry of the Confirmation Order and to file subsequent chapter 11 plans. If the Debtor revokes or withdraws the Plan, or if the Effective Date does not occur within 180 days after entry of the Confirmation Order, the Plan shall be null and void in all respects, any settlement or compromise embodied in it and any assumption or rejection of Executory Contracts effected by it shall be deemed null and void, and nothing in the Plan shall constitute a waiver or release of any Claims, prejudice or alter the rights of the Debtor or any other Entity, or constitute an admission of any sort.

Retention of Jurisdiction and Miscellaneous

• The Bankruptcy Court’s retention of jurisdiction under Article XIII of the Plan is approved and does not affect the finality of the Confirmation Order; the Court retains jurisdiction to the fullest extent permitted by applicable law over all matters related to the Chapter 11 Case, the Debtor, the Estate, the Liquidating Trust, and the Plan.
  • The Court expressly retains jurisdiction to adjudicate Liquidating Trust Causes of Action and to hear disputes concerning them, including motions to compromise or settle; the Liquidating Trustee may nonetheless pursue any such Cause of Action in another court of competent jurisdiction.
• The provisions of the Plan, including its release, injunction, exculpation, and compromise provisions, are mutually dependent and non-severable, and each term and provision is valid and enforceable pursuant to its terms.
• Regarding controlling documents: between the Plan and any other instrument or document created pursuant to the Plan, or between the Plan and the Disclosure Statement, the Plan controls; and between the Plan and the Confirmation Order, the Confirmation Order controls, with any such Confirmation Order provision deemed a modification of the Plan. All exhibits and documents included in the Plan Supplement are incorporated into and are part of the Plan.
  • The Plan is internally inconsistent as to Plan-versus-Plan Supplement conflicts: Article II.F provides that the relevant Plan Supplement document controls unless otherwise specified in that document, while Article XIV.G provides that the relevant portion of the Plan controls over any inconsistent Plan Supplement exhibit or document absent a contrary Court order, and Article XIV.J provides that the Plan governs and controls over the Disclosure Statement, the Plan Supplement, and any other Order referenced in the Plan (other than the Confirmation Order).
• Neither the Plan nor its adoption supersedes, nullifies, alters, or otherwise affects any order of the Court or any agreements or rights approved or conferred by order of the Court, including any settlement agreements approved by the Court prior to the Effective Date.
• The failure to specifically include or reference any particular Plan provision in the Confirmation Order does not diminish or impair its effectiveness, and any subsequent reversal, modification, or vacatur of the Confirmation Order shall not affect the validity of acts or obligations incurred or undertaken in connection with the Plan prior to the Debtor’s receipt of written notice of such order.
• Pursuant to sections 1123(a) and 1142(a), the provisions of the Confirmation Order and the Plan apply and are enforceable notwithstanding any otherwise applicable non-bankruptcy law. The Confirmation Order is declared to be in recordable form and shall be accepted by any filing or recording officer without further orders, certifications, or supporting documents, and the Liquidating Trustee and Liquidating Trust are authorized to file a memorandum of the Confirmation Order in any appropriate recording office.
• To the maximum extent provided by section 525 and the Supremacy Clause, no Person may discriminate against the Debtor or the Liquidating Trustee, or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or similar grant, solely because the Debtor has been a debtor under the Bankruptcy Code, was insolvent before or during the case, or did not pay a debt satisfied or discharged under the Plan.
• On and after the Effective Date, the Debtor, the Liquidating Trustee, or their designee may maintain documents in accordance with their standard document retention policy. Promptly after full administration of the case, and with the consent of the Liquidating Trustee, the Debtor shall file all documents required by Bankruptcy Rule 3022 and any applicable order necessary to close the Chapter 11 Case.
• Attorney Andrew V. Layden is directed to serve a copy of the Confirmation Order on interested parties who do not receive service by CM/ECF and to file a proof of service within three days of entry.