FIRST AMENDED PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF FEDERATION EMPLOYMENT AND GUIDANCE SERVICE, INC. D/B/A FEGS

GARFUNKEL WILD, P.C.

111 Great Neck Road

Great Neck, New York 11021 Telephone: (516) 393-2200

Telefax: (516) 466-5964

Burton S. Weston Adam T. Berkowitz

Counsel for Debtor

And Debtor in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

x In re:

FEDERATION EMPLOYMENT AND GUIDANCE Chapter 11

SERVICE, INC. d/b/a FEGS,1 Case No. 15-71074 (REG)

Debtor.

FIRST AMENDED PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF FEDERATION EMPLOYMENT AND GUIDANCE SERVICE, INC. D/B/A FEGS

THE DISCLOSURE STATEMENT WITH RESPECT TO THIS PLAN OF LIQUIDATION HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTOR WILL SEPARATELY NOTICE A HEARING TO CONSIDER THE ADEQUACY OF THE DISCLOSURE STATEMENT UNDER § 1125 OF THE BANKRUPTCY CODE. THE DEBTOR RESERVES THE RIGHT TO MODIFY OR SUPPLEMENT THIS PLAN OF LIQUIDATION AND THE ACCOMPANYING DISCLOSURE STATEMENT PRIOR TO AND UP TO THE DATE OF SUCH HEARING.

Dated: November 14, 2017 New York, New York

1 The last four digits of the Debtor’s federal tax identification number are 4000.

Federation Employment and Guidance Service, Inc. d/b/a F.E.G.S. (“FEGS” or the “Debtor”), as debtor and debtor-in-possession in this Chapter 11 case (the “Chapter 11 Case”), proposes this plan of liquidation for the resolution of outstanding Claims against the Debtor pursuant to Chapter 11 of the Bankruptcy Code. The Debtor is the proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code.

ARTICLE I.

DEFINITIONS AND CONSTRUCTION OF TERMS

Section 1.1. Definitions; Interpretation; Application of Definitions and Rules of Construction. For purposes of the Plan, the following terms shall have the meanings specified in this Article I. A term used herein that is not defined herein, but that is used in the Bankruptcy Code, shall have the meaning ascribed to that term in the Bankruptcy Code. The rules of construction contained in Section 102 of the Bankruptcy Code shall apply to the construction hereof. Headings in the Plan are for convenience of reference only and shall not limit or otherwise affect the provisions hereof. The words “herein”, “hereof”, “hereto”, “hereunder” and other words of similar import refer to the Plan as a whole and not to any particular Section, sub- Section or clause contained in the Plan. Any reference in the Plan to a contract, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions. Any reference in the Plan to an existing document or an exhibit filed or to be filed (in connection with the Disclosure Statement, or the Plan) means such document or exhibit, as it may have been or may be amended, modified, or supplemented. Any reference to a Person as a holder of a Claim includes that Person’s successors, assigns, and affiliates. Wherever the Plan provides that a payment or distribution shall occur “on” any date, it shall mean “on or as soon as reasonably practicable after” such date. Further, where appropriate, from a contextual reading of a term, each term includes the singular and plural form of the term regardless of how the term is stated and each stated pronoun is gender neutral.

“510 Order” means the Final Order (which may be reflected in the Confirmation Order) of a court of competent jurisdiction issued pursuant to sections 510 and 511 of the New York State Not-For-Profit Corporation Law authorizing the sale of the Program Properties to the Providers in accordance with the terms and conditions of the Purchase Agreement.

“Administrative Claim” means a Claim against the Debtor for payment of an administrative expense of the kind specified in Section 503(b) of the Bankruptcy Code that is entitled to priority under Section 507(a)(2) of the Bankruptcy Code, including, without limitation, the actual, necessary costs and expenses incurred after the Petition Date of preserving the Estate, administering the Case, and operating the Debtor’s business; provided, however, that the term “Administrative Claim” shall not include any Professional Fee Claims.

“Administrative/Priority Claims” means all Administrative Claims, Priority Tax Claims, Professional Fee Claims, U.S. Trustee Fees, and Other Priority Claims.

“Allowed” means any Claim against the Debtor to the extent: (a) such Claim is scheduled by the Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount

and not listed as contingent, unliquidated, zero, undetermined or disputed, or (b) a proof of such Claim was timely filed, or deemed timely filed, with the Court pursuant to the Bankruptcy Code, the Bankruptcy Rules, and/or any applicable Final Order; and, in either case, has not been previously satisfied and (x) is not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules, this Plan, and/or applicable Final Orders of the Court, (y) has been settled for an allowed amount pursuant to Section 8.2 of the Plan, or (z) has otherwise been allowed, or estimated for distribution purposes, by a Final Order. An “Allowed Claim” shall be net of any amounts previously paid, as well as any valid setoff or recoupment amount based on a valid setoff or recoupment right. Except as otherwise expressly provided herein, the term “Allowed Claim” shall not, for the purposes of computation of distributions under the Plan, include any amounts not allowable under the Bankruptcy Code or applicable non-bankruptcy law.

“Assets” means (a) all remaining assets and properties of every kind, nature, character and description, whether real, personal, or mixed, whether tangible or intangible (including contract rights), wherever situated and by whomever possessed, including the goodwill related thereto, operated, owned, or leased by the Debtor that constitute property of the Estate within the meaning of Section 541 of the Bankruptcy Code, including, without limitation, any and all Program Properties, Other Properties, Housing Corporation Interests, Claims, Causes of Action, or rights of the Debtor under federal, state, or foreign law, letters of credit issued for or on behalf of the Debtor and the monies deposited to secure the performance of any contract or lease by the Debtor; and (b) the proceeds, products, rents, and/or profits of any of the foregoing.

“Avoidance Actions” means any Claims, rights, defenses, or other Causes of Action whether or not such claims or actions have been asserted or commenced as of the Confirmation Date or the Effective Date, against any Person arising under the following: Bankruptcy Code Sections 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 and 553; all fraudulent conveyance and fraudulent transfer laws, all non-bankruptcy laws vesting in creditors rights to avoid, rescind or recover on account of transfers, including, but not limited to, claims relating to illegal dividends or distributions; all preference laws; the Uniform Fraudulent Transfer Act (as it may have been codified in any particular jurisdiction); the Uniform Fraudulent Conveyance Act (as it may have been codified in any particular jurisdiction); and all similar federal and state laws and statutes.

“Ballot” means the form distributed to each holder of an Impaired Claim against the Debtor that is entitled to vote to accept or reject the Plan on which such holder is to indicate, among other things, its acceptance or rejection of the Plan.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as such title has been, or may be, amended from time to time, to the extent that any such amendment is applicable to the Case.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, the Official Bankruptcy Forms, and the local rules and general orders of the Court, as each has been, or may be, amended from time to time, to the extent that any such amendment is applicable to the Case.

“Bar Date” means the date(s) fixed by order of the Court by which Persons asserting a Claim against the Debtor must file a proof of Claim on account of such Claim or be forever

barred from asserting a Claim against the Debtor or its property and from sharing in distributions hereunder.

“Bond Trustee” means the Bank of New York Mellon, in its capacity as Bond Trustee with respect to certain DASNY, NYCIDA and SCIDA bond obligations of FEGS.

“Bond Trustee Secured Claims” means any and all Secured Claims of the Bond Trustee against FEGS, including, without limitation, those claims as set forth in Claim No. 1798 and Claim No. 2345 and any amendments or modifications thereof.

“BH Programs” means the programs sponsored primarily by OMH and previously administered by the Debtor which provided behavioral health services to clients and which were transferred and assigned to certain Providers after the Petition Date.

“BH Program Properties” means the Program Properties housing the clients of the BH Programs.

“Business Day” means any day other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

“Case” means the Debtor’s case under Chapter 11 pending before the Court. “Cash” means cash or cash equivalents, including, but not limited to, wire transfers,

checks and other readily marketable direct obligations of the United States of America and certificates of deposit issued by banks.

“Causes of Action” means, whether or not described in the Disclosure Statement, the Schedules, the Plan or any Plan Supplement, any and all Claims, demands, rights, actions, causes of action and suits by or on behalf of the Debtor, its Estate, and/or the Plan Administrator or the Committee, whether pursuant to section 541 of the Bankruptcy Code or otherwise, of any kind or character whatsoever, known or unknown, suspected or unsuspected, matured or unmatured, whether arising prior to, on or after the Petition Date, in contract or in tort, at law or in equity or under any other theory of law, including but not limited to (1) rights of setoff, counterclaim or recoupment, and claims for breach of contract or for breaches of duties imposed by law; (2) the right to object to claims or interests; (3) claims pursuant to section 362 of the Bankruptcy Code;

(4) claims for fraud, negligence, breach of fiduciary duty, corporate waste, unlawful dividends, mistake, duress, or usury; (5) all Avoidance Actions; (6) claims for tax refunds; (7) any D&O Claims; (8) claims against any Excluded Former Officer; and (9) all other actions described in the Disclosure Statement, the Schedules, the Plan or any Plan Supplement.

“Chapter 11” means Chapter 11 of the Bankruptcy Code.

“Claim” means any claim within the meaning of Section 101(5) of the Bankruptcy Code, whether or not asserted.

“Claim No.” means the number ascribed a proof of claim filed in the Case on the Debtor’s claim register.

“Class” means a Class of Claims against the Debtor described in Article III of the Plan.

“Collateral” means any property or interest in property of the Estate of the Debtor subject to a lien, charge, or other encumbrance to secure the payment or performance of a Claim, which lien, charge, or other encumbrance is not subject to avoidance under the Bankruptcy Code.

“Committee” means the Official Committee of Unsecured Creditors appointed by the

U.S. Trustee in the Case, as constituted from time to time, in its official capacity, but does not mean the members of the Committee in their individual capacities.

“Confirmation” means entry of the Confirmation Order by the Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

“Confirmation Date” means the date of entry of the Confirmation Order on the docket maintained by the Clerk of the Court.

“Confirmation Hearing” means the hearing held by the Court to consider the Confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

“Confirmation Order” means the Order of the Court: (i) confirming the Plan pursuant to Section 1129 of the Bankruptcy Code; (ii) approving the Program Properties Sale consistent with the terms of the Purchase Agreement pursuant to Sections 105, 363 and/or 1129 of the Bankruptcy Code and Bankruptcy Rule 6004; (iii) approving the Settlement Agreement pursuant to Bankruptcy Rule 9019; and (iv) granting such other relief as may be appropriate.

“Court” means the United States Bankruptcy Court for the Eastern District of New York and any court having competent jurisdiction to hear appeals or certiorari proceedings therefrom, or any successor thereto that may be established by any act of Congress, or otherwise, and which has competent jurisdiction over the Case or the Plan.

“Creditor” means any holder of a Claim against the Debtor or holder of any Claim against property of the Debtor.

“Creditor Trust” means the trust to be created on the Effective Date in accordance with Section 9 of the Plan and the Creditor Trust Agreement for the benefit of holders of Allowed General Unsecured Claims.

“Creditor Trust Agreement” means the FEGS Creditor Trust Agreement and Declaration of Trust, establishing the terms and conditions of the Creditor Trust, substantially in the form contained in the Plan Supplement.

“Creditor Trust Assets” means the Creditor Trust Claims, the Creditor Trust Funds, and any other assets acquired by the Creditor Trust after the Effective Date or pursuant to the Plan.

“Creditor Trust Claims” means all Avoidance Actions, all D&O Claims, and any other Causes of Action delineated as Creditor Trust Claims in the Plan Supplement which Causes of Action shall be assigned to the Creditor Trust on the Effective Date.

“Creditor Trust Funds” means an amount of Cash to be set forth in the Plan Supplement which will be transferred to the Creditor Trust on and/or after the Effective Date to fund the Creditor Trust pursuant to Section 9.3 of the Plan.

“Creditor Trust Interests” means the beneficial interests in the Creditor Trust to be deemed distributed to holders of Allowed General Unsecured Claims.

“Creditor Trustee” means Robert N. Michaelson, Esq., solely in his capacity as Creditor Trustee, approved prior to the Effective Date by the Bankruptcy Court to administer the Creditor Trust in accordance with the terms and provisions of Article 9 hereof and the Creditor Trust Agreement.

“DASNY” means The Dormitory Authority of the State of New York.

“DASNY Bonds” means the bonds issued by DASNY as set forth in Claim No. 1620 and Claim No. 1798 (filed by the Bond Trustee).

“DASNY Mortgages” means the mortgages encumbering the DASNY Properties securing the obligations under the DASNY Bonds.

“DASNY Properties” means Program Properties encumbered by DASNY Mortgages.

“DASNY Providers” means Providers who, under the terms of the Purchase Agreement, are acquiring DASNY Properties.

“DASNY Secured Claims” means any and all Secured Claims of DASNY against FEGS, including, without limitation, those claims as set forth in Claim No. 1620 (and all prior claims amended thereby) and any amendments or modifications thereof.

“DD Programs” means the programs sponsored primarily by OPWDD and previously administered by the Debtor which provided services to the intellectually and developmentally disabled clients of the Debtor and which were transferred and assigned to certain Providers after the Petition Date.

“DD Program Properties” means the Program Properties housing the clients of the DD Programs.

“Debt” means liability on a Claim.

“Debtor” means Federation Employment and Guidance Service, Inc. d/b/a/ FEGS, whether as Debtor or as Debtor-in-possession.

“Debtor Release Parties” means, collectively and solely in such capacity, the Debtor’s current and former directors, officers, and trustees, provided, however, that the Debtor Release Parties shall expressly exclude all Excluded Former Officers.

“Disallowed” means with reference to any Claim, a Claim against the Debtor or any portion thereof that: (i) has been disallowed or expunged by a Final Order; (ii) has been

withdrawn, in whole or in part, by the holder thereof or by agreement with the Debtor or the Plan Administrator, as applicable; or (iii) is not listed in the Schedules, or is scheduled at zero or as contingent, disputed or unliquidated and as to which no proof of Claim has been filed by the applicable bar date or deemed timely filed with the Court pursuant to either the Bankruptcy Code or any Final Order.

“Disclosure Statement” means the disclosure statement filed with the Court by the Plan Proponent pursuant to Section 1125 of the Bankruptcy Code with respect to the Plan, including all exhibits and schedules thereto, which was approved by the Court pursuant to Section 1125 of the Bankruptcy Code, as it may be altered, amended, supplemented or modified from time to time.

“Disputed” means with reference to any Claim, a Claim against the Debtor that is not an Allowed Claim or a Disallowed Claim.

“Disputed Claims Reserve” means the reserve to be established and maintained by the Plan Administrator described in Section 5.16 of the Plan.

“District Court” means the United States District Court for the Eastern District of New

York.

“D&O Claim” means a claim, whether asserted prior to or after the Effective Date, by or

on behalf of the Debtor’s estate, including by the Committee, the Creditor Trust, the Creditor Trustee or the Plan Administrator, against any Excluded Former Officer or Loeb and Troper.

“DOL” means the New York State Department of Labor.

“DOL Claims” means any and all Claims of DOL against FEGS, including, without limitation, those claims as set forth in Claim No. 2461 (and all prior claims amended thereby) and any amendments or modifications thereof.

“DOL Priority Claim” means any such portion of the DOL Claims that is entitled to priority in payment pursuant to Section 507(a)(8) of the Bankruptcy Code.

“DOL Unsecured Claim” means any such portion of the DOL Claims that is not entitled to priority in payment pursuant to Section 507(a)(8) of the Bankruptcy Code.

“Effective Date” means the first Business Day upon which each of the conditions in Section 10.2 of the Plan have been satisfied or waived pursuant to Section 10.3 of the Plan.

“Estate” means the Chapter 11 Estate of the Debtor created by Section 541 of the Bankruptcy Code.

“Excluded Former Officer” means any former officer of the Debtor who was not employed by the Debtor as of the Petition Date, including, without limitation, Gail Magaliff and Ira Machowsky.

“Executory Contract” means any executory contract or unexpired lease subject to Section 365 of the Bankruptcy Code, between the Debtor and any other Person.

“Final Order” means an order or judgment of the Court that has not been reversed, stayed, modified, or amended and as to which the time to appeal or seek review, rehearing, reargument, or certiorari has expired and as to which no appeal or petition for review, rehearing, reargument, stay or certiorari is pending, or as to which any right to appeal or to seek certiorari, review, or rehearing has been waived, or if an appeal, reargument, petition for review, certiorari, or rehearing has been sought, the order or judgment of the Court has been affirmed by the highest court to which the order was appealed or from which the reargument, review, or rehearing was sought, or certiorari has been denied, and as to which the time to take any further appeal, or seek further reargument, review, certiorari, or rehearing has expired; provided, however, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed with respect to such order shall not cause such order not to be a Final Order.

”Holder” means any person holding a Claim.

“Housing Agencies” means, collectively, Tanya Towers, Inc., NYSD Housing Development Fund Company, Inc., NYSD Forsyth Housing Development Fund Company, Inc., and NYSD Rombouts Housing Development Fund Company, Inc., each a not-for-profit corporation organized under New York State’s Not-for-Profit Corporation Law and Public Housing Finance Law, each of which provide supportive housing and rehabilitative services to behaviorally and intellectually and developmentally impaired residents.

“Housing Corporation Interests” means the membership or sponsorship interest of the Debtor in the Housing Agencies.

“Impaired” means “impaired” within the meaning of Section 1124 of the Bankruptcy

Code.

“Joint Venture” means a joint venture of L&M and the Joint Venture Partner formed to

acquire the Housing Corporation Interests.

“Joint Venture Partner” means a to-be-formed limited liability company with a not-for- profit member and a member of the Joint Venture.

“L&M” means L&M Inclusionary Acquisition LLC, a New York limited liability company and a member of the Joint Venture.

“Net Proceeds” means the Remaining Cash together with the aggregate Cash received after the Effective Date from the liquidation of the Assets or otherwise, minus Cash necessary to fund Allowed Administrative/Priority Claims and Allowed Secured Claims, the costs to administer the Plan (including the costs and expenses of the Plan Administrator, the Creditor Trust, the Oversight Committee and their respective professionals), and the Disputed Claims Reserve.

“NYCIDA” means the New York City Industrial Development Agency.

“NYCIDA Bonds” means the bonds issued by NYCIDA as described in Claim 1798 filed by the Bond Trustee.

“OMH” means the New York State Office of Mental Health, a governmental agency.

“OMH Claims” means any and all Claims of OMH against FEGS, including, without limitation, those claims as set forth in Claim No. 1777 (and all prior claims amended thereby) and any amendments or modifications thereof.

“OPWDD” means the New York State of Office of People With Developmental Disabilities, a governmental agency.

“OPWDD Claims” means any and all Claims of OPWDD against FEGS, including, without limitation, those claims as set forth in Claim No. 1775 (and all prior claims amended thereby) and any amendments or modifications thereof.

“Other Priority Claim” means a Claim against the Debtor entitled to priority in payment pursuant to Section 507(a) of the Bankruptcy Code other than a Claim entitled to priority in payment pursuant to Section 507(a)(1), 507(a)(2), or 507(a)(8) of the Bankruptcy Code other than the DOL Priority Claims.

“Other Properties” means all of the Debtor’s right, title and interest in and to real property other than Program Properties.

“Other Secured Claim” means a Secured Claim against the Debtor other than the DASNY Secured Claim and the Bond Trustee Secured Claim.

“Oversight Committee” means the Committee as it shall function after the Effective Date as more fully described in Section 5.15 of the Plan and Article VIII of the Creditor Trust Agreement.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, estate, unincorporated organization, governmental unit (or agency or political subdivision thereof), or other entity.

“Petition Date” means March 18, 2015, the date on which the Debtor filed its voluntary petition under Chapter 11 of the Bankruptcy Code.

“Plan” means this plan of liquidation (including all exhibits and schedules hereto), as it may be modified, amended, or supplemented from time to time.

“Plan Administrator” means Judith Pincus, solely in her capacity as Plan Administrator and approved by the Bankruptcy Court pursuant to the Confirmation Order, or, after the Effective Date, such other Person designated pursuant to Section 5.11 hereof, to administer the Plan.

“Plan Proponent” means the Debtor; provided, however, that after the Effective Date, such term shall mean the Plan Administrator.

“Plan Supplement” means the compilation of documents, if any, including any exhibits to the Plan not included herewith, that the Debtor shall file with the Court ten (10) days prior to the voting deadline for the Plan (or such later date as may be agreed to by the Debtor and the Committee).

“Priority Non-Tax Claim” means a Claim against the Debtor entitled to priority in payment pursuant to § 507(a) of the Bankruptcy Code, other than a Claim entitled to priority in payment pursuant to §§ 507(a)(1), 507(a)(2), or 507(a)(8) of the Bankruptcy Code, and, with respect to 507(a)(4) and 507(a)(5), earned within 180 days of the Petition Date.

“Priority Tax Claim” means a Claim against the Debtor of a governmental unit, other than the DOL Priority Claim, entitled to priority under Section 507(a)(8) of the Bankruptcy Code. Priority Tax Claims shall include only such Claims for penalties that are related to a Claim specified in Section 507(a)(8) of the Bankruptcy Code and that seek compensation for actual pecuniary loss.

“Professional Fee Claims” means Claims against the Debtor of Professional Persons or any other Person for compensation and/or reimbursement of expenses pursuant to Sections 328, 330, 331, 363 or 503(b) of the Bankruptcy Code.

“Professional Fee Claims Bar Date” means 4:00 p.m. (prevailing Eastern time) on the date that is sixty (60) days after the Effective Date.

“Professional Persons” means all attorneys, accountants, financial advisors, investment bankers, appraisers, consultants, and other professionals retained or to be compensated by the Estate pursuant to an order of the Court entered under Sections 327, 328, 330, 331, 363 503(b) or 1103 of the Bankruptcy Code.

“Program Properties” means all of the Debtor’s right, title and interest in and to that certain real property, those cooperative shares and proprietary leases relating to any cooperative units, and the sponsorship interest in Waverly Residence, Inc., each of which are used by, or otherwise house clients in, any Programs administered by the Providers and are being conveyed to the Providers under the terms of the Purchase Agreement, as set forth on Schedule A to the Purchase Agreement.

“Program Properties Sale” the private sale of the Program Properties by the Debtor or the Plan Administrator, as the case may be, to the Providers pursuant to the terms of the Purchase Agreement as approved and authorized by the Confirmation Order.

“Programs” means, collectively, the BH Programs and the DD Programs.

“Pro Rata” means, with respect to any monetary distribution on account of any Allowed Claim in any Class, the ratio of (a) the amount of such Allowed Claim to (b) the sum of (i) all Allowed Claims in such Class and (ii) the aggregate maximum allowable amount of all Disputed Claims in such Class for which any reserve must be established under the Plan.

“Providers” or “Purchasers” means Jewish Board of Family and Children’s Services, Inc., United Cerebral Palsy of New York City, Inc. d/b/a Adapt Community Network, Heartshare

Human Services of New York, Roman Catholic Diocese of Brooklyn, Community Services Support Corporation (an affiliate of Citizens Options Unlimited, Inc.), Suffolk AHRC, Inc., The New York Foundling Hospital, Human First, Inc. and Family Residences and Essential Enterprises, Inc. (a/k/a FREE Inc.), each a New York not-for-profit corporation, and itself or through an affiliate, an assignee of the BH Programs or DD Programs as the case may be.

“Purchase Agreement” means collectively, those certain Purchase and Sale Agreements by and among the Debtor, as Seller, the Providers, as Purchasers, and OMH or OPWDD (as the case may be) pursuant to which the Providers are acquiring from the Debtor the Program Properties, substantially in the form of the Purchase and Sale Agreements previously filed with the Court [Docket No. 923] as the same may be amended or modified and filed with the Court as part of a Plan Supplement.

“Remaining Cash” means all Cash held by or for the benefit of the Estate upon the Effective Date after transferring the Creditor Trust Funds.

“Retained Causes of Action” means any Causes of Action retained by the Debtor and not transferred to the Creditor Trust. For the avoidance of doubt, any Causes of Action released pursuant to the Plan or otherwise are not Retained Causes of Action.

“Scheduled” means, with respect to any Claim, that such Claim is listed on the Schedules.

“Schedules” means the Schedules of Assets and Liabilities filed with the Court in the Case, as amended from time to time in accordance with Bankruptcy Rule 1009.

“SCIDA” means the Suffolk County Industrial Development Agency.

“SCIDA Bonds” means the bonds issued by SCIDA as described in Claim 1798 filed by the Bond Trustee.

“Secured Claim” means a Claim against the Debtor to the extent such Claim is secured by a valid lien, security interest, or other interest in property in which the Debtor has an interest, that has been perfected properly as required by applicable law and is not otherwise avoidable by the Debtor as Debtor in Possession or any other Person, but only to the extent of the value of the Debtor’s interests in such property determined in accordance with Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.

“Settlement Agreement” means that certain Settlement Agreement, by and among FEGS, the Committee, OPWDD, OMH, DASNY, NYCIDA, SCIDA, the Bond Trustee and DOL settling and resolving or otherwise providing treatment of the DASNY Claims, the OMH Claims, the OPWDD Claims and the DOL Claims, in the form previously filed with the Court [Docket No. 923], as same may be amended and/or restated. Any amendments, supplements or other modifications to the Settlement Agreement shall be filed in a Plan Supplement.

“Substitution Agreements” shall mean the agreements by and among FEGS, the Housing Agencies, and the Joint Venture and/or the members thereof in connection with the purchase and

conveyance of the Housing Corporation Interests, copies of which shall be filed in a Plan Supplement.

“Unclaimed Property” shall have the meaning ascribed to that term in Section 5.30 of the

Plan.

“Unimpaired” means, with respect to a Class of Claims, that such Class is not Impaired. “Unsecured Claim” means a Claim against the Debtor that is not an Administrative

Claim, Priority Tax Claim, Professional Fee Claim, Secured Claim, or Other Priority Claim.

“U.S. Trustee” means the Office of the United States Trustee for the Eastern District of New York.

“U.S. Trustee Fees” means all fees and charges assessed against the Estate under Section 1930 of Title 28 of the United States Code, and interest, if any, for delinquent quarterly fees pursuant to Section 3717 of Title 31 of the United States Code.

Section 1.2. Computation of Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

ARTICLE II.

TREATMENT OF UNCLASSIFIED CLAIMS

Section 2.1. Non-Classification. As provided in Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims against the Debtor are not classified for the purposes of voting on or receiving distributions under the Plan. All such Claims, as well as Professional Fee Claims and U.S. Trustee Fees, are instead treated separately upon the terms set forth in this Article II.

Section 2.2. Administrative Claims.

(a) Supplemental Administrative Claims Bar Date. Except as provided below for (1) Professional Persons requesting compensation or reimbursement for Professional Fee Claims, and (2) U.S. Trustee Fees, requests for payment of Administrative Claims, for which a Bar Date to file such Administrative Claim was not previously established, must be filed no later than forty-five (45) days after the occurrence of the Effective Date, or such later date as may be established by Order of the Court. Holders of Administrative Claims who are required to file a request for payment of such Claims and who do not file such requests by the applicable Bar Date shall be forever barred from asserting such Claims against the Debtor or its property, and the holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset or recover such Administrative Claim.

(b) Estimation of Administrative Claims. The Debtor and the Plan Administrator reserve the right, for purposes of allowance and distribution, to seek to estimate

any unliquidated Administrative Claims if the fixing or liquidation of such Administrative Claim would unduly delay the administration of and distributions under the Plan.

(c) Treatment. Unless the holder of an Allowed Administrative Claim agrees to less favorable treatment, each holder of an Allowed Administrative Claim, in full and final satisfaction release and settlement of such Allowed Claim, shall receive payment in Cash from the Remaining Cash in an amount equal to such Allowed Administrative Claim on or as soon as reasonably practicable after the later of (i) the Effective Date; or (ii) the date on which such Claim becomes Allowed or otherwise payable.

Section 2.3. Priority Tax Claims and DOL Priority Claim.

(a) Treatment. Unless the holder thereof shall agree to a different and less favorable treatment, each holder of an Allowed Priority Tax Claim and Allowed DOL Priority Claim, in full and complete satisfaction of such Allowed Claim, shall receive payment in Cash from the Remaining Cash in an amount equal to such Allowed Priority Tax Claim or DOL Priority Claim on or as soon as reasonably practicable after the later of (a) the Effective Date and

(b) the date on which such Claim becomes Allowed. Notwithstanding the preceding, to the extent approved by the Bankruptcy Court through entry of the Confirmation Order, the DOL Priority Claim shall be determined and treated in accordance with the terms of the Settlement Agreement.

Section 2.4. Professional Fee Claims.

(a) Professional Fee Claims Bar Date. All final applications for payment of Professional Fee Claims for the period through and including the Effective Date shall be filed with the Court and served on the Plan Administrator and the other parties entitled to notice pursuant to the Interim Compensation and Reimbursement Procedures Order [Docket No. 69] on or before the Professional Fee Claims Bar Date, or such later date as may be agreed to by the Plan Administrator. Any Professional Fee Claim that is not asserted in accordance with this Section 2.4(a) shall be deemed Disallowed under the Plan and the holder thereof shall be enjoined from commencing or continuing any claim to collect, offset, recoup or recover such Claim against the Estate or any of its Assets or property.

(b) Treatment. Each holder of an Allowed Professional Fee Claim shall be paid in Cash from the Remaining Cash in an amount equal to such Allowed Professional Fee Claim on or as soon as reasonably practicable after the first Business Day following the date upon which such Claim becomes Allowed by Final Order, unless such holder agrees to a different and/or less favorable treatment of such Claim.

(c) Post Effective Date Services. The fees and expenses of professionals retained by the Plan Administrator and the Oversight Committee on and after the Effective Date, shall be paid by the Plan Administrator from Remaining Cash and Net Proceeds upon receipt of invoice(s) therefor, or on such other terms as the Plan Administrator and the applicable professional may agree to, without the need for further Court authorization, but subject to the approval of the Oversight Committee, which approval shall not unreasonably be withheld. If the

Plan Administrator and the professional cannot agree on the amount of post Effective Date fees and expenses to be paid to such professional, such amount shall be determined by the Court.

Section 2.5. U.S. Trustee Fees. The Debtor shall pay all United States Trustee quarterly fees under 28 U.S.C. §1930(a)(6), plus interest due and payable under 31 U.S.C.

§3717, if any, on all disbursements, including Plan payments and disbursements in and outside the ordinary course of the Debtor’s business, until the entry of a final decree, dismissal of the case or conversion of the case to Chapter 7.

ARTICLE III.

CLASSIFICATION OF CLAIMS

Section 3.1. Classification; Elimination of Classes. For purposes of the Plan, Claims (other than Administrative Claims, Priority Tax Claims and Professional Fee Claims) are classified as provided below. A Claim against the Debtor is classified in a particular Class only to the extent that such Claim (or a portion of such claim) qualifies within the description of that Class and is classified in a different Class to the extent that such Claim (or a portion of such claim) qualifies within the description of such different Class. Any Class of Claims that is not occupied as of the date of the Confirmation Hearing by an Allowed Claim, or a Claim temporarily Allowed under Rule 3018 of the Bankruptcy Rules, and for which, on the Effective Date, there are no Disputed Claims in such Class pending, shall be deemed deleted from the Plan for all purposes.

Section 3.2. Class 1: DASNY/Bond Trustee Secured Claims. Class 1 consists of Allowed DASNY Secured Claims and the Allowed Bond Trustee Secured Claims. For convenience of identification, the Plan describes Allowed Secured Claims in Class 1 as a single Class. Class 1 consists of separate subclasses, each based on the underlying property securing such Allowed Secured Claim, and each subclass is treated hereunder as a distinct Class for treatment and distribution purposes and for all other purposes under the Bankruptcy Code. Class 1 is Unimpaired by the Plan and, therefore, each holder of an Allowed Class 1 Claim is deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan. For purposes of the Plan Class 1(a) shall include the Allowed DASNY Secured Claims and Class 1(b) shall include the Allowed Bond Trustee Secured Claims.

Section 3.3. Class 2: Other Secured Claims. Class 2 consists of Allowed Secured Claims other than Class 1 Claims. For convenience of identification, the Plan describes Allowed Secured Claims in Class 2 as a single Class. Class 2 consists of separate subclasses, each based on the underlying property securing such Allowed Secured Claim, and each subclass is treated hereunder as a distinct Class for treatment and distribution purposes and for all other purposes under the Bankruptcy Code. Class 2 is Unimpaired by the Plan and, therefore, each holder of an Allowed Class 2 Claim is deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

Section 3.4. Class 3: Other Priority Claims. Class 3 consists of Allowed Other Priority Claims. Class 3 is Unimpaired by the Plan and, therefore, each holder of an Allowed Class 3 Claim is deemed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

Section 3.5. Class 4: Unsecured Claims. Class 4 consists of Allowed Unsecured Claims which arose prior to the Petition Date, including, without limitation, the OMH Claims, the OPWDD Claims and the DOL Unsecured Claims. Class 4 is Impaired by the Plan and, therefore, each holder of an Allowed Class 4 Claim is entitled to vote to accept or reject the Plan.

ARTICLE IV.

TREATMENT OF CLAIMS

Section 4.1. Class 1 (DASNY/Bond Trustee Secured Claims). Each holder of an Allowed DASNY Secured Claim or an Allowed Bond Trustee Secured Claim, in full and final satisfaction, release and settlement of such Claim, will either be paid the full amount of such Claim or such Claim will be otherwise assumed and paid in accordance with existing terms as provided under the terms of the Purchase Agreement and Settlement Agreement. Class 1 is an Unimpaired Class and is deemed to have accepted the Plan.

Section 4.2. Class 2 (Other Secured Claims). Each holder of an Allowed Class 2 Secured Claim, in full and final satisfaction, release and settlement of such Claim, shall receive one of the following alternative treatments, at the election of the Plan Administrator: (a) payment in full in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) the date the Claim becomes due and payable by its terms; (b) the legal, equitable and contractual rights to which such Claim entitles the holder, unaltered by the Plan; (c) the treatment described in Section 1124(2) of the Bankruptcy Code; or (d) all collateral securing such Claim, without representation or warranty by or recourse against the Debtor. To the extent that the value of the Collateral securing any Allowed Other Secured Claim is less than the amount of such Allowed Other Secured Claim, the undersecured portion of such Claim shall be treated for all purposes under the Plan as an Unsecured Claim in Class 4 and shall be classified as such. Class 2 is an Unimpaired Class and is deemed to have accepted the Plan.

Section 4.3. Class 3 (Other Priority Claims). Each holder of an Allowed Other Priority Claim, in full and final satisfaction, release and settlement of such Claim, shall be paid in full in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) the date on which such Claim becomes Allowed, unless such holder shall agree to a different and less favorable treatment of such Claim (including, without limitation, any different treatment that may be provided for in the documentation governing such Claim or in a prior agreement with such holder).

Section 4.4. Class 4 (Unsecured Claims). Except as hereafter provided and/or as may be agreed to between the Debtor and the holder of any Allowed Unsecured Claim, the holders of Allowed Unsecured Claims, in full and final satisfaction, release and settlement of such Allowed Unsecured Claims, shall from time to time receive Pro Rata distributions of Cash from the Net Proceeds and a Pro Rata share of the Creditor Trust Interests. Notwithstanding the preceding, to the extent approved by the Bankruptcy Court through entry of the Confirmation Order, the OMH Claim, the OPWDD Claim and the DOL Unsecured Claim shall be treated in accordance with the terms of the Settlement Agreement.

ARTICLE V.

IMPLEMENTATION OF THE PLAN AND THE PLAN ADMINISTRATOR

Section 5.1. Implementation of the Plan. The Plan will be implemented by the Plan Administrator in a manner consistent with the terms and conditions set forth in the Plan and the Confirmation Order.

Section 5.2. The Sales of the Program Properties.

The Confirmation Order shall authorize a private sale of the Program Properties to the Providers in accordance with the terms of the Purchase Agreement pursuant to sections 363, 1123(a)(5), 1123(b)(4), 1129(b)(2)(A), 1141, 1145 and 1146(a) of the Bankruptcy Code and sections 510 and 511 of the New York Not-For-Profit Corporation Law, free and clear of all Liens, Claims, interests or encumbrances except as otherwise set forth in the Purchase Agreement. Upon Confirmation, the Debtor and/or the Plan Administrator, as applicable, shall be authorized to take any and all actions necessary to consummate the Program Properties Sale.

Section 5.3. The Settlement Agreement

As further consideration for the Program Properties Sale, the Confirmation Order will approve the Settlement Agreement which, among other things, provides for (a) the waiver by OMH and OPWDD of aggregate claims filed in the amount of approximately $15 million, (b) the re-characterization by DOL of $2 million as an Unsecured Claim, out of an aggregate $4.1 million Claim, the remainder of which will be treated as a Priority Claim. The complete terms of the settlement agreed to between the Debtor and OMH, OPWDD, DOL and others are set forth in the Settlement Agreement, in the form previously filed with the Court [Docket No. 923] (as the same may be amended or modified) and are fully incorporated herein by reference.

Section 5.4. Sale of Housing Corporation Interests

The Confirmation Order shall authorize a private sale of the Housing Corporation Interests, in one or more transactions, to the Joint Venture or such other party as may be designated by the Debtor in accordance with, or on substantially the same terms and conditions as contained in, the Substitution Agreements pursuant to sections 363, 1123(a)(5), 1123(b)(4), 1129(b)(2)(A), 1141, 1145 and 1146(a) of the Bankruptcy Code and sections 510 and 511 of the New York Not-For-Profit Corporation Law, free and clear of all Liens, Claims, interests or encumbrances except as otherwise set forth in the Substitution Agreements. Upon Confirmation, the Debtor and/or the Plan Administrator, as applicable, shall be authorized to take any and all actions necessary to consummate the sale of the Housing Corporation Interests.

Section 5.5. The Other Sales. The Confirmation Order shall authorize one or more sales of the Other Properties under sections 365, 1123(a)(5), 1123(b)(4), 1129(b)(2)(A), 1141, 1145 and 1146(a) of the Bankruptcy Code under the terms and conditions of one or more purchase and sale agreements. Such sales shall be on such terms and conditions as determined by the Debtor and the Committee or the Plan Administrator and Oversight Committee as the case may be. Upon Confirmation, the Debtor shall be authorized to take any and all actions necessary to consummate such sales.

Section 5.6. Plan Funding. The funds utilized to make Cash payments under the Plan have been and/or will be generated from, among other things, collections, the proceeds of sale of substantially all of the Debtor’s assets to date in the Case, and the proceeds of the liquidation or other disposition of the remaining Assets of the Debtor, including, without limitation, the Program Properties, the Housing Corporation Interests and the Other Properties.

Section 5.7. Vesting of Assets in the Debtor. Except as expressly provided otherwise in the Plan, on the Effective Date, all Assets shall vest in the Debtor or the Creditor Trust, as the case may be, free and clear of all Claims, liens, encumbrances, charges, interests and other rights and interests of Creditors arising on or before the Effective Date, but subject to the terms and conditions of the Plan and the Confirmation Order.

Section 5.8. Continuing Existence. From and after the Effective Date, the Debtor shall continue in existence for the purposes of (i) winding up its affairs as expeditiously as reasonably possible, (ii) liquidating, by conversion to Cash or other methods, any remaining Assets as expeditiously as reasonably possible, (iii) enforcing and prosecuting Causes of Action, interests, rights and privileges of the Debtor not otherwise transferred to the Creditor Trust, (iv) resolving Disputed Claims, (v) administering the Plan, (vi) filing appropriate tax returns and (vii) performing all such other acts and conditions required by and consistent with consummation of the terms of the Plan and the wind down of its affairs.

Section 5.9. Liquidation of Remaining Assets. From and after the Effective Date, except as otherwise expressly provided herein, the Plan Administrator, with the approval of the Oversight Committee (which approval shall not be unreasonably withheld), may, without further approval of the Court, use, sell at public or private sale, assign, transfer, or otherwise dispose of any remaining Assets and convert same to Cash.

Section 5.10. Management of Debtor. On the Effective Date, the members of the Debtor’s board of trustees shall be deemed to have resigned therefrom, and shall be relieved of all further responsibilities, with the operation of the Debtor becoming the general responsibility of the Plan Administrator in accordance with the Plan.

Section 5.11. Powers and Obligations of the Plan Administrator.

(a) The Confirmation Order shall provide for the appointment of the Plan Administrator. The compensation for the Plan Administrator shall be set forth in the Plan Supplement. The Plan Administrator shall be deemed the Estate representative in accordance with section 1123 of the Bankruptcy Code and shall have all powers, authority and responsibilities specified under sections 704 and 1106 of the Bankruptcy Code.

(b) The Plan Administrator will act for the Debtor in a fiduciary capacity as applicable to a board of directors, subject to the provisions of the Plan. On the Effective Date, the Plan Administrator shall succeed to all of the rights of the Debtor with respect to the Assets necessary to protect, conserve, and liquidate all Assets as quickly as reasonably practicable, including, without limitation, control over (including the right to waive) all attorney-client privileges, work-product privileges, accountant-client privileges and any other evidentiary privileges relating to the Assets that, prior to the Effective Date, belonged to the Debtor pursuant

to applicable law. The powers and duties of the Plan Administrator shall include, without further order of the Court, except where expressly stated otherwise, the rights or obligations:

(i) to take such steps as may be necessary or otherwise desirable to administer and close any and all of the transactions as may be contemplated by the terms of the Purchase Agreement, Settlement Agreement or the Substitution Agreements;

(ii) to invest Cash and withdraw and make distributions of Cash to holders of Allowed Claims and pay taxes and other obligations owed by the Debtor or incurred by the Plan Administrator in connection with the wind-down of the Estate in accordance with the Plan;

(iii) to receive, manage, invest, supervise, and protect the Assets, including paying taxes or other obligations incurred in connection with administering the Assets;

(iv) to engage attorneys, consultants, agents, employees and all professional persons, to assist the Plan Administrator with respect to the Plan Administrator’s responsibilities;

(v) to pay the fees and expenses for the attorneys, consultants, agents, employees and professional persons engaged by the Plan Administrator and to pay all other expenses in connection with administering the Plan and for winding down the affairs of the Debtor in accordance with the Plan;

(vi) after the Effective Date, satisfy any liabilities, expenses and other Claims incurred by the Plan Administrator in the ordinary course of business and without further order of the Court.

(vii) to execute and deliver all documents, and take all actions, necessary to consummate the Plan and wind-down the Debtor’s business;

(viii) to dispose of, and deliver title to others of, or otherwise realize the value of, all the remaining Assets;

(ix) to coordinate the collection of outstanding accounts receivable;

(x) to coordinate the storage and maintenance of the Debtor’s books

and records; reporting obligations;

(xi) to oversee compliance with the Debtor’s accounting, finance and

(xii) to prepare United States Trustee quarterly reports;

(xiii) to oversee the filing of final tax returns, audits and other corporate

dissolution documents if required;

(xiv) to perform any additional corporate actions as necessary to carry out the wind-down, liquidation and ultimate dissolution of the Debtor;

(xv) to communicate regularly with and respond to inquiries from the Oversight Committee and its professionals, including providing to the Oversight Committee regular cash budgets, information on all disbursements and copies of bank statements as reasonably requested by the Oversight Committee;

(xvi) subject to Section 8.1 of the Plan, to object to Claims against the

Debtor;

(xvii) subject to Section 8.2(b) of the Plan, to compromise and settle

Claims against the Debtor;

(xviii) other than with respect to the Creditor Trust Claims, to act on behalf of the Debtor in all adversary proceedings and contested matters (including, without limitation, any Causes of Action), then pending or that can be commenced in the Court and in all actions and proceedings pending or commenced elsewhere, and to settle, retain, enforce, or dispute any adversary proceedings or contested matters (including, without limitation, any Causes of Action) and otherwise pursue actions involving Assets of the Debtor that could arise or be asserted at any time under the Bankruptcy Code or otherwise, unless otherwise specifically waived or relinquished in the Plan, provided, however, that settlement by the Plan Administrator of any Cause of Action involving an original demand in excess of $250,000 shall: (i) require that written notice of such proposed settlement be given by the Plan Administrator to the Oversight Committee and that the Oversight Committee either shall affirmatively consent to such settlement or shall fail to object to such settlement within ten (10) business days after receipt of such notice, or (ii) be subject to entry of an Order of the Court approving such settlement;

(xix) to implement and/or enforce all provisions of the Plan;

(xx) to implement and/or enforce all agreements entered into prior to

the Effective Date,

(xxi) perform the duties, exercise the powers, and assert the rights of a

trustee under sections 704 and 1106 of the Bankruptcy Code, including, without limitation, investigating, commencing, prosecuting or settling Causes of Action (including, without limitation, Avoidance Actions), enforcing contracts, and asserting claims, defenses, offsets and privileges, subject to the notice and approval requirements set forth in subsection (xviii) above; and

(xxii) to use such other powers as may be vested in or assumed by the Plan Administrator pursuant to the Plan or Bankruptcy Court Order or as may be necessary and proper to carry out the provisions of the Plan.

Section 5.12. Plan Administrator’s and Creditor Trustee’s Bond. The Plan Administrator and the Creditor Trustee shall obtain and maintain one or more bonds in an aggregate amount equal to one hundred and ten percent (110%) of Remaining Cash and Creditor Trust Funds. As Net Proceeds are increased or reduced through the liquidation of Assets and is

reduced through distributions and payments by the Plan Administrator, the Plan Administrator and or the Creditor Trustee, as applicable, shall, at the appropriate time, adjust the amount of the bond to an amount equal to at least 110% of the amount of Net Proceeds in the Estate.

Section 5.13. Resignation, Death or Removal of Plan Administrator. The Plan Administrator may resign at any time upon not less than 30 days’ written notice to the Oversight Committee. The Plan Administrator may be removed at any time by the Oversight Committee for cause upon proper application to, and Final Order of, the Court. In the event of the resignation, removal, death or incapacity of the Plan Administrator, the Oversight Committee shall designate another Person to become the Plan Administrator, and thereupon the successor Plan Administrator, without further act, shall become fully vested with all of the rights, powers, duties and obligations of his predecessor. No successor Plan Administrator hereunder shall in any event have any liability or responsibility for the acts or omissions of his or her predecessors.

Section 5.14. Creditor Trust Arrangements. On the Effective Date, the Plan Administrator, the Oversight Committee and the Creditor Trustee will enter into the Creditor Trust Agreement pursuant to which the Creditor Trust Funds will be advanced to the Creditor Trust and the Creditor Trustee shall take such actions as may be necessary to implement the Creditor Trust and the terms of the Creditor Trust Agreement. To the extent provided in section 1145 of the Bankruptcy Code and under applicable nonbankruptcy law, the issuance under the Plan of the Creditor Trust Interests will be exempt from registration under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, pursuant to section 7(a) and 7(b) of that Act, and all rules and regulations promulgated under any of the foregoing.

Section 5.15. Oversight Committee.

(a) On the Effective Date, the Committee shall continue as the Oversight Committee. The terms of the appointment and authority of the Oversight Committee, except as expressly provided herein, shall be described and defined in Article VIII of the Creditor Trust Agreement. The duties and powers of the Oversight Committee shall terminate upon the closing of the Case and the liquidation of the Creditor Trust. The Oversight Committee’s role shall be to consult with, and oversee the actions of, the Plan Administrator and the Creditor Trustee, and to perform the functions set forth in the Plan and the Creditor Trust Agreement.

(b) The Oversight Committee shall have the power and authority to utilize the services of its counsel and financial advisor, which may be the same as the professionals retained by the Creditor Trustee, as necessary to perform the duties of the Oversight Committee and to authorize and direct such Persons to act on behalf of the Oversight Committee in connection with any matter requiring its attention or action. The Plan Administrator shall pay the reasonable and necessary fees and expenses of the Oversight Committee’s counsel and financial advisor without the need for Court approval.

(c) Except for the reimbursement of reasonable, actual costs and expenses incurred in connection with their duties as members of the Oversight Committee, the members of the Oversight Committee shall serve without compensation. Reasonable expenses incurred by members of the Oversight Committee may be paid by the Plan Administrator without need for Court approval.

(d) The Plan Administrator and the Creditor Trustee shall report all material matters to the Oversight Committee.

Section 5.16. Rights of Action. In accordance with Section 1123(b)(3)(B) of the Bankruptcy Code, the Plan Administrator and/or the Creditor Trust, as the case may be, may pursue all reserved rights of action, including, without limitation, Causes of Action of the Debtor. Any distributions provided for in the Plan and the allowance of any Claim for the purpose of voting on the Plan is and shall be without prejudice to the rights of the Plan Administrator, on behalf of the post Effective Date Estate and/or the Creditor Trustee, on behalf of the Creditor Trust, as the case may be, to pursue and prosecute any Causes of Action including, without limitation, any Creditor Trust Claims. Except as otherwise set forth in the Plan, all Causes of Action of the Debtor shall survive confirmation of the Plan and the commencement and prosecution of Causes of Action of the Debtor shall not be barred or limited by res judicata or any estoppel, whether judicial, equitable or otherwise. If the Plan Administrator does not prosecute a Retained Cause of Action of the Debtor, the Creditor Trust shall, upon the consent of the Plan Administrator, be authorized and have standing to prosecute such Cause of Action on behalf of the Debtor. If the Plan Administrator does not consent to the Creditor Trust’s prosecution of a Cause of Action of the Debtor, the Creditor Trust may seek authority and standing from the Court to prosecute such Cause of Action, and all rights of the Plan Administrator to object or otherwise oppose such relief are reserved.

Section 5.17. Corporate Action. On the Effective Date, the appointment of the Plan Administrator, and any and all other matters provided for under the Plan involving corporate action by the Debtor, its directors or its trustees, including, without limitation, the transfer of management responsibilities of the Debtor to the Plan Administrator, shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to applicable law, without any requirement of further action by the Debtor’s directors, officers or trustees. On the Effective Date, the Plan Administrator shall be authorized to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Debtor including, without limitation, the Creditor Trust Agreement. Upon the distribution of all Assets pursuant to the Plan and the filing by the Plan Administrator of a certification to that effect with the Bankruptcy Court (which may be included in the application for the entry of the final decree), the Debtor shall be deemed dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of the Debtor or payments to be made in connection therewith; provided, however, that the Debtor and/or the Plan Administrator on behalf of the Debtor may take appropriate action to dissolve under applicable law. From and after the Effective Date, the Debtor shall not be required to file any document, or take any action, to withdraw its business operations from any states where the Debtor previously conducted business.

Section 5.18. Cancellation of Existing Securities, Instruments and Agreements. On the Effective Date, except as otherwise provided herein, all securities, instruments, and agreements governing any Claim against the Debtor shall be deemed cancelled and terminated, and the obligations of the Debtor relating to, arising under, in respect of, or in connection with such securities, instruments, or agreements shall be deemed released and/or satisfied as to the Debtor.

Section 5.19. Full and Final Satisfaction. All payments and all distributions under the Plan shall be in full and final satisfaction, settlement and release of all the Debtor’s obligations with respect to Claims against the Debtor, except as otherwise provided in the Plan.

Section 5.20. Setoffs. The Plan Administrator may, pursuant to and to the extent permitted by applicable law, setoff against any Claim asserted against the Debtor and/or the Assets, and the payments or other distributions to be made pursuant to the Plan in respect of such Claim, any Claims of any nature whatsoever that that Debtor or the Estate may have against the holder of such Claim, provided that the Plan Administrator shall give the holder of such Claim notice of the proposed setoff and the holder of such Claim does not object to the proposed setoff within thirty (30) days service of such notice; provided further that if an objection is timely raised to a proposed setoff, the Plan Administrator may seek relief from the Court to effectuate the setoff; and provided further that neither the failure to effect a setoff, nor the allowance of any Claim against the Debtor hereunder, shall constitute a waiver or release of any such Claim the Debtor or the Estate may have against such holder.

Section 5.21. Funding of the Disputed Claims Reserve.

(a) The portion of the Assets attributable to Disputed Administrative,

Priority Tax, Other Priority, and Unsecured Claims, shall be held by the Plan Administrator in

the “Disputed Claims Reserve”. As Disputed Claims are resolved, excess Cash or Creditor Trust Interests in the Disputed Claims Reserve shall be made available for distribution to the holders of Allowed Claims in accordance with the Plan, provided that there is sufficient Cash to administer the Plan and pay Plan expenses. The Plan Administrator may set aside from the Assets an amount of Cash that the Plan Administrator determines is necessary to pay ongoing expenses of administering the Plan.

(b) The Plan Administrator, shall distribute, cause to be distributed, or be deemed to have distributed, to the Disputed Claims Reserve on behalf of Holders of Disputed General Unsecured Claims, such Creditor’s potential share, if any, of Creditor Trust Interests. All Creditor Trust Interests shall be deemed to have been issued as of the Effective Date, whether or not held in reserve.

(c) For the purposes of effectuating the distributions to the holders of Allowed Claims and Creditor Trust Interests, the Court (or the District Court, as applicable) may estimate the amount of Disputed Claims pursuant to Section 502(c) of the Bankruptcy Code, in which event the amounts so estimated shall be deemed the amounts of the Disputed Claims for purposes of distribution under the Plan and the Creditor Trust Agreement. In lieu of estimating the amount of any Disputed Claim for purposes of allowance and distribution, the Court (or the District Court, as applicable) may estimate the amount to be reserved for such Disputed Claim (singularly or in the aggregate), or such amount may be fixed by agreement in writing by and between the Plan Administrator and the holder of a Disputed Claim. In the event that the Court (or the District Court, as applicable) estimates any contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Court (or the District Court, as applicable). If the estimated amount constitutes a maximum limitation on such Claim, the Plan Administrator or the Creditor Trustee, as applicable, may elect to pursue any supplemental proceedings to object to

any ultimate allowance of such Claim. Claims may be estimated by the Court (or the District Court, as applicable) and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Court or the District Court, as applicable.

(d) As soon as practicable following the Effective Date, the Disputed Claims Reserve shall be established by the Plan Administrator; provided, however, that the Plan Administrator shall have no obligation to fund the Disputed Claims Reserve until, at the latest, immediately prior to the making of a distribution to holders of Allowed Claims. The Plan Administrator shall fund the Disputed Claims Reserve from Net Proceeds. The assets in the Disputed Claims Reserve shall be subject to an allocable share of all expenses and obligations of the Estate. The Plan Administrator shall remove funds from the Disputed Claims Reserve as the Disputed Claims are resolved, which funds shall be distributed as provided in the Plan.

Section 5.22. Plan Distributions.

(a) The Plan Administrator shall make distributions to holders of Allowed Claims in accordance with Article IV of the Plan on or as soon as reasonably practicable after the Effective Date. From time to time, in consultation with the Oversight Committee, the Plan Administrator shall make Pro Rata distributions to holders of Allowed Class 4 Claims in accordance with Article IV of the Plan.

(b) The Creditor Trustee shall pay all distributions to be made under the Creditor Trust to the Plan Administrator, who shall act as disbursing agent for the Creditor Trust, and shall thereafter make distributions, in such capacity on behalf of the Creditor Trust, to holders of Creditor Trust Interests in accordance with the amount of their respective interests.

(c) Notwithstanding the foregoing Sections 5.22(a) and (b), the Plan Administrator may retain such amounts (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the assets of the Estate during liquidation, (ii) to pay reasonable administrative expenses (including the costs and expenses of the Plan Administrator and the Oversight Committee and the fees, costs and expenses of all professionals retained by the Plan Administrator and the Oversight Committee, and any taxes imposed in respect of the Assets), (iii) to satisfy other liabilities to which the Assets are otherwise subject, in accordance with the Plan, and (iv) to establish any necessary reserve. All distributions to the holders of Allowed Claims and Creditor Trust Interests shall be made in accordance with the Plan. The Plan Administrator may withhold from amounts distributable to any Person any and all amounts determined in the Plan Administrator’s reasonable sole discretion to be required by any law, regulation, rule, ruling, directive or other governmental requirement. Holders of Allowed Claims and/or Creditor Trust Interests shall, as a condition to receiving distributions, provide such information and take such steps as the Plan Administrator may reasonably require to ensure compliance with withholding and reporting requirements and to enable the Plan Administrator to obtain certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law. In the event that a holder of an Allowed Claim and/or Creditor Trust Interests does not comply with the Plan Administrators requests in the preceding sentence within ninety

(90) days, no distribution shall be made on account of such Allowed Claim and the Plan Administrator shall reallocate such distribution for the benefit of all other holders of Allowed Claims and/or Creditor Trust Interests, as the case maybe, in accordance with the Plan.

Section 5.23. Cash Distributions. The Plan Administrator, acting on behalf of the estate and/or as disbursing agent for the Creditor Trust, shall not be required to make interim or final Cash distributions in an amount less than $50.00. Any funds so withheld and not distributed on an interim basis shall be held in reserve and distributed in subsequent distributions to the extent the aggregate distribution exceeds $10,000. Should a final distribution to any holder of an Allowed Claim and/or Creditor Trust Interests not equal or exceed $50.00, that sum shall be distributed to other holders of Allowed Claims and/or Creditor Trust Interests in accordance with the Plan.

Section 5.24. No Payments of Fractional Dollars. Notwithstanding any other provision of the Plan to the contrary, no payment of fractional dollars shall be made pursuant to the Plan. Whenever any payment of a fraction of a dollar under the Plan or the Creditor Trust Agreement would otherwise be required, the actual Distribution made shall reflect a rounding down of such fraction to the nearest whole dollar.

Section 5.25. Delivery of Plan Distributions. All distributions under the Plan on account of any Allowed Claims and/or Creditor Trust Interest shall be made at the address of the holder of such Allowed Claim as set forth in a filed Proof of Claim or as otherwise provided by such holder on the electronic records of the debtor, or on the register on which the Plan Administrator records the name and address of such holders or at such other address as such holder shall have specified for payment purposes in a written notice to the Plan Administrator at least fifteen (15) days prior to such distribution date. In the event that any distribution to any holder is returned as undeliverable, the Plan Administrator shall use reasonable efforts to determine the current address of such holder, but no distribution to such holder shall be made unless and until the Plan Administrator has determined the then-current address of such holder, at which time such distribution shall be made to such holder without interest; provided, however, that such undeliverable or unclaimed distributions shall become Unclaimed Property at the expiration of ninety (90) days from the date such distribution was originally made. The Plan Administrator shall reallocate the Unclaimed Property for the benefit of all other holders of Allowed Claims and/or Creditor Trust Interests in accordance with the Plan, provided, however, if the Plan Administrator determines, with the approval of the Oversight Committee, that the administrative costs of distribution effectively interfere with distribution or that all creditors, including administrative claimants, have been paid in full and there is no one that has a right to the funds, such remaining Unclaimed Property shall be donated to a not-for-profit corporation providing services and assistance consistent with the Debtor’s charitable mission as agreed to by the Debtor and the Oversight Committee.

Section 5.26. Distributions to Holders as of the Confirmation Date. As of the close of business on the Confirmation Date, the claims register shall be closed, and there shall be no further changes in the record holders of any Claims. Neither the Debtor, the Plan Administrator, nor the Creditor Trustee, as applicable, shall have any obligation to recognize any transfer of any Claims occurring after the close of business on the Confirmation Date, and shall instead be entitled to recognize and deal for all purposes under the Plan (except as to voting to accept or reject the Plan pursuant to Section 6.1 of the Plan) with only those holders of record as of the close of business on the Confirmation Date.

Section 5.27. Abandoned Assets. Upon the election of the Plan Administrator, with the approval of the Oversight Committee, the Plan Administrator may abandon any Assets without the need for additional approval of the Court, and upon such abandonment, such Assets shall cease to be Assets of the Estate.

Section 5.28. Windup. After (a) the Plan has been fully administered, (b) all Disputed Claims have been resolved, (c) all Causes of Action have been resolved, (d) the Creditor Trust has been fully administered and dissolved, and (e) all Assets have been reduced to Cash or abandoned, the Plan Administrator shall effect a final distribution of all Cash remaining (after reserving sufficient Cash to pay all unpaid expenses of administration of the Plan and all expenses reasonably expected to be incurred in connection with the final distribution) to holders of Allowed Claims and Creditor Trust Interests in accordance with the Plan.

Section 5.29. Indefeasibility of Distributions. All distributions provided for under the Plan shall be indefeasible.

Section 5.30. Distribution of Unclaimed Property. Any distribution of property (Cash or otherwise) provided for under the Plan which is unclaimed after ninety (90) days following such distribution (collectively, the “Unclaimed Property”) shall irrevocably revert to the Estate for re- distribution in accordance with the Plan.

Section 5.31. Saturday, Sunday, or Legal Holiday. If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next Business Day.

Section 5.32. Final Order. Any requirement in the Plan for a Final Order may be waived by the Plan Proponents.

ARTICLE VI.

VOTING

Section 6.1. Voting of Claims. Each holder of an Allowed Claim in an Impaired Class (Class 4) which receives or retains property under the Plan shall be entitled to vote separately to accept or reject the Plan and indicate such vote on a duly executed and delivered Ballot as provided in such order as is entered by the Court establishing certain procedures with respect to the voting to accept or reject the Plan.

Section 6.2. Acceptance by an Impaired Class of Claims. Pursuant to § 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if, after excluding any Claims held by any Holder designated pursuant to § 1126(e) of the Bankruptcy Code, (a) the Holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted to accept such Plan, and (b) more than one-half in number of such Allowed Claims actually voting in such Class have voted to accept the Plan.

Section 6.3. Presumed Acceptances by Unimpaired Classes. Classes of Claims designated as Unimpaired (Classes 1, 2 and 3) are conclusively presumed to have voted to accept this Plan pursuant to § 1126(f) of the Bankruptcy Code.

Section 6.4. Nonconsensual Confirmation. If any Impaired Class entitled to vote shall not accept the Plan by the requisite statutory majorities provided in Sections 1126(c) or 1126(d) of the Bankruptcy Code, as applicable, or if any Impaired Class is deemed to have rejected the Plan, the Plan Proponent reserves the right (a) to undertake to have the Court confirm the Plan under Section 1129(b) of the Bankruptcy Code and (b) subject to Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, to modify the Plan to the extent necessary to obtain entry of the Confirmation Order, provided such modifications are consistent with Section 11.1 of the Plan.

At the Confirmation Hearing, the Plan Proponents will seek a ruling that if no holder of a Claim eligible to vote in a particular Class timely votes to accept or reject the Plan, the Plan will be deemed accepted by the holders of such Claims in such Class for the purposes of Section 1129(b) of the Bankruptcy Code.

ARTICLE VII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Section 7.1. Assumption or Rejection of Executory Contracts. Effective on and as of the Confirmation Date, all Executory Contracts are hereby specifically deemed rejected, except for any Executory Contract (a) that has been specifically assumed or assumed and assigned by the Debtor on or before the Confirmation Date with the approval of the Court, (b) in respect of which a motion for assumption or assumption and assignment has been filed with the Court on or before the Confirmation Date, (c) that is specifically designated as a contract to be assumed on a schedule to the Plan, or (d) that is designated on a schedule to the Plan to be maintained through the date that one or more of the sales are completed by the Plan Administrator, and thereafter rejected, which schedules, if any, shall be filed as part of the Plan Supplement.

Section 7.2. Approval of Assumption or Rejection of Executory Contracts. Entry of the Confirmation Order by the Clerk of the Court, but subject to the condition that the Effective Date occur, shall constitute (a) the approval, pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the assumption or assumption and assignment of the Executory Contracts assumed or assumed and assigned pursuant to Section 7.1 of the Plan, and (b) the approval, pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the rejection of the Executory Contracts rejected pursuant to Section 7.1 of the Plan.

Section 7.3. Bar Date for Filing Proofs of Claim Relating to Executory Contracts Rejected Pursuant to the Plan. Claims against the Debtor arising out of the rejection of Executory Contracts pursuant to the Plan must be filed with the Court no later than forty-five

(45) days after the later of service of (a) notice of entry of an order approving the rejection of such Executory Contract which Order may be the Confirmation Order, and (b) notice of occurrence of the Effective Date. Any such Claims not filed within such time shall be forever barred from assertion against the Debtor and any and all of its properties and Assets.

retirement plans, health care plans, disability plans, severance benefit plans, incentive plans and life, accidental death and dismemberment insurance plans, shall be terminated as of the Confirmation Date.

ARTICLE VIII.

PROVISIONS FOR RESOLVING AND TREATING CLAIMS

Section 8.1. Disputed Claims. Except as otherwise provided herein, or in the Creditor Trust Agreement, the Plan Administrator and/or Creditor Trustee, as applicable, shall have the right to object to all Claims on any basis, including those Claims that are listed in the Schedules, that are listed therein as disputed, contingent, and/or unliquidated, that are listed therein at a lesser amount than asserted by the respective Creditor, or that are listed therein at for a different category of claim than asserted by the respective Creditor. Subject to further extension by the Court for cause with or without notice, the Plan Administrator may object to the allowance of Class 4 Claims up to one hundred eighty (180) days after the Effective Date, the allowance of Administrative/Priority Claims and Secured Claims up to the later of (i) ninety (90) days after the Effective Date or (ii) the deadline for filing an objection established by order of the Court; provided, however, that an objection to a Claim based on Section 502(d) of the Bankruptcy Code may be made at any time in any adversary proceeding against the holder of any relevant Claim. The filing of a motion to extend the deadline to object to any Claims shall automatically extend such deadline until a Final Order is entered on such motion. In the event that such motion to extend the deadline to object to Claims is denied by the Court, such deadline shall be the later of the current deadline (as previously extended, if applicable) or 30 days after the Court’s entry of an order denying the motion to extend such deadline. From and after the Effective Date, the Plan Administrator shall succeed to all of the rights, defenses, offsets, and counterclaims of the Debtor and the Committee in respect of all Claims, and in that capacity shall have the power to prosecute, defend, compromise, settle, and otherwise deal with all such objections, subject to the terms of the Plan. The Debtor and the Plan Administrator reserve the right, for purposes of allowance and distribution, to estimate claims pursuant to Section 502(c) of the Bankruptcy Code in the District Court if necessary.

Section 8.2. Settlement of Disputed Claims.

(a) Pursuant to Bankruptcy Rule 9019(b) the Plan Administrator and/or Creditor Trustee, as applicable, may settle any Disputed Claim (or aggregate of Claims if held by a single Creditor), respectively, without notice, a Court hearing or Court approval.

(b) The Plan Administrator as applicable, shall give notice to the Oversight Committee and/or Creditor Trustee, as applicable, of (i) a settlement of any Disputed Class 4 Claim (or aggregate of Claims if held by a single Creditor) that results in the disputed portion of such Disputed Class 4 Claim(s) being Allowed in an amount in excess of $250,000, (ii) a settlement of any Disputed Administrative/Priority Claims, or (iii) settlement of any Disputed Secured Claims. The Oversight Committee shall have ten (10) days after service of such notice to object to such settlement. Any such objection shall be in writing and sent to the Plan Administrator and the settling party. If no written objection is received by the Plan Administrator, as applicable, and the settling party prior to the expiration of such ten (10) day

period, the Plan Administrator and the settling party shall be authorized to enter into the proposed settlement without a hearing or Court approval. If a written objection is timely received, the Plan Administrator, the settling party and the objecting party shall use good-faith efforts to resolve the objection. If the objection is resolved, the Plan Administrator and the settling party may enter into the proposed settlement (as and to the extent modified by the resolution of the objection) without further notice of hearing or Court approval, provided that the Claim of the settling party against the Estate shall not be greater under the proposed settlement than that disclosed in the notice. Alternatively, the Plan Administrator may seek Court approval of the proposed settlement upon expedited notice and a hearing.

(c) The Creditor Trustee shall provide notice, and receive approvals, of any settlement as set forth in Section 3.2.10 of the Creditor Trust Agreement.

Section 8.3. No Distributions Pending Allowance. Notwithstanding any provision in the Plan to the contrary, no partial payments and no partial distributions shall be made by the Plan Administrator with respect to any portion of any Claim against the Debtor if such Claim or any portion thereof is a Disputed Claim. In the event and to the extent that a Claim against the Debtor becomes an Allowed Claim after the Effective Date, the holder of such Allowed Claim shall receive all payments and distributions to which such holder is then entitled under the Plan.

ARTICLE IX.

The Creditor Trust

Section 9.1. Establishment of the Creditor Trust. On the Effective Date, the Plan Administrator, on behalf of the estate and the Oversight Committee on behalf of the holders of General Unsecured Claims shall execute the Creditor Trust Agreement and shall take all other steps necessary to establish the Creditor Trust in accordance with and pursuant to the terms of the Plan. The Plan Administrator shall transfer to the Creditor Trust all of the estate’s right, title, and interest in the Creditor Trust Assets, including any Creditor Trust Claims being prosecuted by the Creditors’ Committee on behalf of the Debtor’s estate prior to the Effective Date. The Plan Supplement will include a list of all Causes of Action being prosecuted as of the date thereof, which are being transferred to the Creditor Trust, together with any other Causes of Action that will be transferred to the Creditor Trust. Any recoveries on account of the Creditor Trust Assets shall be distributed to holders of Creditor Trust Interests in accordance with the Plan and the Creditor Trust Agreement. The Creditor Trust shall also be responsible for, and respond on behalf of the Debtor to, the subpoenas and requests for production of documents in connection with Creditor Trust Claims. The Plan Administrator shall provide reasonable cooperation in the response to any such requests for the production of documents. Any attorney- client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) associated with the above-described rights and Creditor Trust Claims shall be transferred to the Creditor Trust and shall vest in the Creditor Trustee and its representatives. The Plan Administrator, the Creditor Trustee and the Post-Effective Date Committee are authorized to take all necessary actions to effectuate the transfer of such privileges. The Confirmation Order shall provide that the Creditor Trustee’s receipt of transferred privileges shall be without waiver in recognition of the joint and/or successorship interest in prosecuting claims on behalf of the Debtor’s estate. Notwithstanding

any agreement or order entered by the Bankruptcy Court to the contrary, the Creditors’ Committee or the Oversight Committee, as the case may be, shall share any discovery obtained prior to and after the Effective Date with the Creditor Trustee.

Section 9.2. Purpose of the Creditor Trust. The Creditor Trust shall be established for the sole purpose of liquidating the Creditor Trust Assets, in accordance with Treasury Regulation Section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business. The Creditor Trust Agreement may be amended, with the consent of the Plan Administrator and the Oversight Committee, to the extent necessary to maintain the tax status of the Creditor Trust.

Section 9.3. Funding Expenses of the Creditor Trust. In accordance with the Creditor Trust Agreement, upon the creation of the Creditor Trust, and from time to time thereafter, the Debtor or the Plan Administrator, as the case may be, shall transfer the Creditor Trust Funds to the Creditor Trust to finance the operations of the Creditor Trust.

Section 9.4. Transfer of Assets. The transfer of the Creditor Trust Assets to the Creditor Trust shall be made, as provided herein, for the benefit of the holders of Allowed General Unsecured Claims. Immediately thereafter, on behalf of Allowed General Unsecured Claims, the Plan Administrator shall transfer such Creditor Trust Assets to the Creditor Trust in exchange for Creditor Trust Interests for the benefit of holders of Allowed General Unsecured Claims in accordance with the Plan. Upon the transfer of the Creditor Trust Assets, the Debtor or Plan Administrator, as the case may be, shall have no interest in or with respect to the Creditor Trust Assets or the Creditor Trust. Notwithstanding the foregoing, for purposes of section 553 of the Bankruptcy Code, the transfer of the Creditor Trust Assets to the Creditor Trust shall not affect the mutuality of obligations which otherwise may have existed prior to the effectuation of such transfer. To the extent that any Creditor Trust Assets cannot be transferred to the Creditor Trust because of a restriction on transferability under applicable non-bankruptcy law that is not superseded or preempted by section 1123 of the Bankruptcy Code or any other provision of the Bankruptcy Code, such Creditor Trust Assets shall be deemed to have been retained by the Debtor, as applicable, and the Creditor Trustee shall be deemed to have been designated as a representative of the Debtor, as applicable, pursuant to section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Creditor Trust Assets on behalf of the Debtor, as applicable.

Notwithstanding the foregoing, all net proceeds of such Creditor Trust Assets shall be transferred to the Creditor Trust to be distributed to holders of the Creditor Trust Interests consistent with the terms of this Plan and the Creditor Trust Agreement.

Section 9.5. Valuation of Assets. As soon as possible after the creation of the Creditor Trust, the Trustee shall determine the value of the non-cash assets transferred to the Trust and shall apprise, in writing, the beneficiaries of the Creditor Trust of such valuation. The valuation shall be used consistently by all parties (including the Debtor, the Plan Administrator, the Creditor Trustee, and the beneficiaries of the Creditor Trust) for all federal income tax purposes.

Section 9.6. Litigation; Responsibilities of Creditor Trustee.

(a) The Creditor Trustee in the exercise of its reasonable business judgment, shall, in an expeditious but orderly manner, liquidate and convert to Cash the assets of the

Creditor Trust, make timely distributions, and not unduly prolong the duration of the Creditor Trust. The liquidation of the Creditor Trust Assets may be accomplished either through the prosecution, compromise and settlement, abandonment, or dismissal of any or all claims, rights, or Causes of Action transferred to the Creditor Trust (whether or not such suits are brought in the name of the Creditor Trust), or otherwise. The Creditor Trustee shall have the absolute right to pursue or not to pursue any and all Creditor Trust Assets and or Creditor Trust Claims as it determines is in the best interests of the beneficiaries of the Creditor Trust, and consistent with the purposes of the Creditor Trust, and shall have no liability for the outcome of its decision except for any damages caused by willful misconduct or gross negligence. The Creditor Trustee may incur any reasonable and necessary expenses in liquidating and converting the Creditor Trust Assets to Cash and shall be reimbursed in accordance with the provisions of the Creditor Trust Agreement.

(b) The Creditor Trustee in the exercise of its reasonable business judgment, shall have the power to (i) prosecute for the benefit of the Creditor Trust all Claims, rights, and Causes of Action transferred to the Creditor Trust (whether such suits are brought in the name of the Creditor Trust or otherwise) and (ii) otherwise perform the functions and take the actions provided for or permitted herein or in any other agreement executed by the Creditor Trustee pursuant to the Plan. Any and all proceeds generated from the Creditor Trust Assets shall be the property of the Creditor Trust.

Section 9.7. Distribution; Withholding. From time to time, in consultation with the Plan Administrator and the Oversight Committee, the Creditor Trustee shall distribute to the Plan Administrator on behalf of the holders of the Creditor Trust Interests, all net Cash income plus all net Cash proceeds from the liquidation of the Creditor Trust Assets; provided, however, that the Creditor Trust may retain such amounts (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the assets of the Creditor Trust during liquidation, (ii) to pay reasonable administrative expenses (including any taxes imposed on the Creditor Trust or in respect of the assets of the Creditor Trust), (iii) to satisfy other liabilities incurred or assumed by the Creditor Trust (or to which the assets are otherwise subject) in accordance with the Plan or the Creditor Trust Agreement, and (iv) to fund the operations of the Creditor Trust. All such distributions to be made under the Creditor Trust Agreement shall be made to the Plan Administrator, as disbursing agent for the Creditor Trust, who shall distribute them to the holders of the Creditor Trust Interests based on their respective interests, in each case subject to the terms of the Plan and the Creditor Trust Agreement. The Creditor Trustee and/or the Plan Administrator may withhold from amounts distributable to any Person any and all amounts, determined in the Creditor Trustee’s reasonable sole discretion, to be required to be withheld by any law, regulation, rule, ruling, directive, or other governmental requirement.

Section 9.8. Trust Implementation. On the Effective Date, the Creditor Trust shall be established and become effective for the benefit of the holders of Allowed General Unsecured Claims. The Creditor Trust Agreement shall be included in the Plan Supplement and shall contain provisions similar to those contained in trust agreements utilized in comparable circumstances, including, but not limited to, any and all provisions necessary to ensure the continued treatment of the Creditor Trust as a grantor trust within the meaning of section 671- 677 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. All

shall execute any documents or other instruments as necessary to cause title to the applicable assets to be transferred to the Creditor Trust.

Section 9.9. Registry of Beneficial Interests. The official claims register maintained in the Chapter 11 case shall constitute the registry of the holders of Creditor Trust Interests. The Creditor Trust Interests may not be transferred or assigned, except by operation of law or by will or the laws of descent and distribution.

Section 9.10. Termination. The Creditor Trust shall be dissolved at such time as, and in accordance with the terms, set forth in the Creditor Trust Agreement.

Section 9.11. Net Creditor Trust Recovery. Notwithstanding anything contained herein to the contrary, in the event that a defendant in a litigation brought by the Creditor Trustee for and on behalf of the Creditor Trust (i) is required by a Final Order to make payment to the Creditor Trust (the “Judgment Amount”) and (ii) is permitted by a Final Order to assert a right of setoff under sections 553 of the Bankruptcy Code or applicable non-bankruptcy law against the Judgment Amount (a “Valid Setoff”), (y) such defendant shall be obligated to pay only the excess, if any, of the amount of the Judgment Amount over the Valid Setoff and (z) none of the Creditor Trust or the holders or beneficiaries of the Creditor Trust Interests shall be entitled to assert a claim against the Debtor or the Plan Administrator with respect to the Valid Setoff.

ARTICLE X.

CONDITIONS PRECEDENT

Section 10.1. Conditions to Confirmation. The following conditions are conditions precedent to Confirmation of the Plan unless waived by the Plan Proponents pursuant to Section

10.3 of the Plan: (i) the Confirmation Order must be in a form and substance reasonably acceptable to the Debtor and the Committee; and (ii) the Confirmation Order shall:

(a) authorize the appointment of all parties appointed under or in accordance with the Plan, including, without limitation, the Plan Administrator and the Creditor Trustee, and direct such parties to perform their obligations under such documents;

(b) approve in all respects the transactions, agreements, and documents to be effected pursuant to the Plan, including, without limitation, the Creditor Trust Agreement, the Purchase Agreement, the Settlement Agreement, the Substitution Agreements and the sale of any Other Properties;

(c) authorize the Plan Administrator, the Creditor Trustee and the Oversight Committee to assume the rights and responsibilities fixed in the Plan;

(d) approve the releases and injunctions granted and created by the Plan;

(e) order, find, and decree that the Plan complies with all applicable provisions of the Bankruptcy Code, including that the Plan was proposed in good faith; and

(f) except as otherwise specifically provided in the Plan, order that nothing herein operates as a discharge, release, exculpation, or waiver of, or establishes any defense or limitation of damages to, any Claim or Cause of Action belonging to the Estate.

Section 10.2. Conditions to Effective Date. The Plan shall not become effective unless and until the following conditions shall have been satisfied or waived pursuant to Section 10.3 of the Plan:

(a) the Confirmation Date shall have occurred and the Confirmation Order, in a form consistent with the requirements of Section 10.1 of the Plan, shall have become a Final Order;

(b) the Plan Administrator shall have been appointed;

(c) all actions, documents and agreements necessary to implement the provisions of the Plan, and such actions, documents, and agreements shall have been effected or executed and delivered;

(d) all other actions required by the Plan to occur on or before the Effective Date shall have occurred.

Section 10.3. Waiver of Conditions. Any of the conditions set forth in this Article may be waived by the Plan Proponents and the Committee to the extent such waiver does not adversely affect the distributions hereunder.

Section 10.4. Notice to Court. The Plan Proponents shall notify the Court in writing promptly after the Effective Date that the Effective Date has occurred.

ARTICLE XI.

MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN

Section 11.1. Modification of Plan: Generally. The Plan Proponent may alter, amend or modify the Plan pursuant to Section 1127 of the Bankruptcy Code at any time prior to the Confirmation Date. After such time and prior to substantial consummation of the Plan, the Plan Proponent may, so long as the treatment of holders of Claims against the Debtor under the Plan is not adversely affected, institute proceedings in Court to remedy any defect or omission or to reconcile any inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order, and any other matters as may be necessary to carry out the purposes and effects of the Plan; provided, however, notice of such proceedings shall be served in accordance with Bankruptcy Rule 2002 or as the Court shall otherwise order.

Section 11.2. Revocation or Withdrawal of Plan. The Plan Proponent reserves the right to revoke or withdraw the Plan at any time prior to the Effective Date. If the Plan Proponent revokes or withdraws the Plan prior to the Effective Date, then the Plan shall be deemed null and void, and nothing contained in the Plan shall be deemed to constitute a waiver or release of any Claims by or against the Debtor or any other Person or to prejudice in any manner the rights of the Debtor or any Person in any further proceedings involving the Debtor.

ARTICLE XII.

RETENTION OF JURISDICTION

Section 12.1. Exclusive Jurisdiction of the Court. Except as provided in Sections 12.2 and 12.3 of the Plan, following the Effective Date, the Court will retain exclusive jurisdiction of the Case for the following purposes:

(a) to hear and determine any pending applications for the assumption or rejection of Executory Contracts, and the resulting allowance of Claims against the Debtor;

(b) to determine any adversary proceedings, applications, contested matters and other litigated matters pending on the Effective Date;

(d) to hear and determine objections to or requests for estimation of Claims against the Debtor (except to the extent objections to or estimation of Claims against the Debtor are required to be heard by the District Court, in which case, the District Court may hear such matters), including any objections to the classification of any Claims, and to allow, disallow and/or estimate Claims, in whole or in part;

(e) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated;

(f) to issue any appropriate orders in aid of execution of the Plan or to enforce the Confirmation Order and/or the discharge, or the effect of such discharge, provided to the Debtor;

(g) to hear and determine any applications to modify the Plan, to cure any defect or omission or to reconcile any inconsistency in the Plan or in any order of the Court, including, without limitation, the Confirmation Order;

(h) to hear and determine all applications for compensation and reimbursement of expenses of professionals under Sections 328, 330, 331, 363 and/or 503(b) of the Bankruptcy Code;

(i) to hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan;

(j) to hear and determine other issues presented or arising under the Plan;

(k) to hear and determine other issues related to the Plan to the extent not inconsistent with the Bankruptcy Code; and

(l) to enter a final decree closing the Case.

Section 12.2. Non-Exclusive Jurisdiction of the Court. Following the Effective Date, the Court will retain non-exclusive jurisdiction of the Case for the following purposes:

(a) to recover all Assets of the Debtor and property of the Estate, wherever

located;

(b) to hear and determine any issues or disputes relating to the Purchase

Agreement, the Settlement Agreement, the Substitution Agreements or the transactions contemplated thereby on or after the Effective Date:

(c) to hear and determine any actions commenced on or after the Effective Date by the Plan Administrator, the Creditor Trustee, or, to the extent applicable, the Oversight Committee, including, but not limited to, the Creditor Trust Claims and the Retained Causes of Action;

(d) to hear and determine any motions or contested matters involving taxes, tax refunds, tax attributes and tax benefits and similar or related matters with respect to the Debtor or the Estate arising prior to the Effective Date or relating to the period of administration of the Case, including, without limitation, matters concerning state, local and federal taxes in accordance with Sections 346, 505 and 1146 of the Bankruptcy Code; and

(e) to hear and determine any other matters to the extent not inconsistent with the Bankruptcy Code.

Section 12.3. Failure of the Court to Exercise Jurisdiction. If the Court abstains from exercising or declines to exercise jurisdiction over any matter arising under, arising in or related to the Case, including with respect to the matters set forth above in this Article, this Article shall not prohibit or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such subject matter.

ARTICLE XIII.

INJUNCTION AND RELEASES

Section 13.1. Injunction. Except as otherwise expressly provided in the Plan including, without limitation, the treatment of Claims against in the Debtor, the entry of the Confirmation Order shall, provided that the Effective Date shall have occurred, operate to enjoin permanently all Persons that have held, currently hold or may hold a Claim against or Interest in the Debtor, from taking any of the following actions against the Debtor, the Plan Administrator, the Creditor Trustee, the Committee or members thereof, the Oversight Committee or members thereof, present and former directors, officers, trustees, agents, attorneys, accountants, advisors, members or employees of the Debtor, the Committee or members thereof, the Oversight Committee or members thereof, the Creditor Trustee or the Plan Administrator, or any of their respective successors or assigns, or any of their respective assets or properties, on account of any Claim against or Interest in the Debtor: (a) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind with respect to a Claim against or Interest in the Debtor; (b) enforcing, levying, attaching, collecting or otherwise

recovering in any manner or by any means, whether directly or indirectly, any judgment, award, decree or order with respect to a Claim against or Interest in the Debtor; (c) creating, perfecting or enforcing in any manner, directly or indirectly, any lien or encumbrance of any kind with respect to a Claim against or Interest in the Debtor; (d) other than as permitted by Section 553 of the Bankruptcy Code, asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any Debt, liability or obligation due to the Debtor or its property or Assets with respect to a Claim against or Interest in the Debtor; and (e) proceeding in any manner in any place whatsoever that does not conform to or comply with or is inconsistent with the provisions of the Plan; provided, however, nothing in this injunction shall preclude the holder of a Claim against the Debtor from pursuing any applicable insurance after the Effective Date, from seeking discovery in actions against third parties or from pursuing third-party insurance that does not cover Claims against the Debtor; provided further, however, nothing in this injunction shall limit the rights of a holder of an Allowed Claim against the Debtor to enforce the terms of the Plan. Notwithstanding anything to the contrary hereinabove set forth, nothing contained herein shall enjoin any such Person from taking any such actions against any Excluded Former Officer or Loeb and Troper, the former accountants to the Debtor.

Section 13.2. Releases.

(a) Releases by Debtor. Upon the Effective Date, the Debtor conclusively, absolutely, unconditionally, irrevocably and forever releases and discharges each of the Debtor Release Parties of and from any and all past, present and future legal actions, causes of action, choses in action, rights, demands, suits, claims, liabilities, encumbrances, lawsuits, adverse consequences, amounts paid in settlement, costs, fees, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind, character or nature whatsoever, whether in law, equity or otherwise (including, without limitation, those arising under applicable non-bankruptcy law, and any and all alter-ego, lender liability, indemnification or contribution theories of recovery, and interest or other costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued, occurring from the beginning of time to and including the Effective Date related in any way to, directly or indirectly, and/or arising out of and/or connected with, any or all of the Debtor and its Estate, the Case, the Debtor’s pre-petition financing arrangements, the Debtor’s financial statements, the Debtor’s proposed debtor in possession financing facility or the cessation, or the causes therefor, of the Debtor’s operations (including any such claims based on theories of alleged negligence, misrepresentation, nondisclosure or breach of fiduciary duty); provided, however, that (i) this Section 13.2(a) of the Plan shall not affect the liability of any Person due to fraud, willful misconduct, gross negligence or failure to fully comply with Rule 1.8(h)(1) of the New York Rules of Professional Conduct, as determined by a Final Order; (ii) nothing in this Section 13.2(a) of the Plan shall operate or be a release by any Professional Persons of any Professional Fee Claims; and (iii) nothing in this Section 13.2(a) of the Plan shall release, limit or affect the Debtor’s and/or the Plan Administrators’ obligations under the Plan. For the avoidance of doubt, the releases provided by this Section 13.2(a) shall not

release, limit or affect in any manner any claims or Causes of Action against any Excluded Former Officer or Loeb & Troper.

(b) Releases by Holders of Claims. To the greatest extent permissible by law and except as otherwise provided in the Plan, as of the Effective Date, each holder of a claim against or interest in the Debtor and/or any Debtor Release Party, solely in their capacity as such, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably and forever released and discharged each of the Debtor and the Debtor Release Parties from any and all past, present and future legal actions, causes of action, choses in action, rights, demands, suits, claims, liabilities, encumbrances, lawsuits, adverse consequences, amounts paid in settlement, costs, fees, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind, character or nature whatsoever, whether in law, equity or otherwise (including, without limitation, those arising under applicable non-bankruptcy law, and any and all alter-ego, lender liability, indemnification or contribution theories of recovery, and interest or other costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may have heretofore accrued against the Debtor and/or any of the Debtor Release Parties (solely in their capacity as such) occurring from the beginning of time to and including the Effective Date, related in any way to, directly or indirectly, and/or arising out of and/or connected with, any or all of the Debtor and its Estate, the Case, the Debtor’s pre-petition financing arrangements, the Debtor’s financial statements, the Debtor’s proposed debtor-in- possession financing facility or the cessation, or the cause thereof, of the debtor’s operations (including any such claims based on theories of alleged negligence, misrepresentation, non-disclosure or breach of fiduciary duty); provided, however, that this Section 13.2(b) of the Plan shall not affect the liability of any Person due to fraud, willful misconduct or gross negligence as determined by a Final Order. Nothing in this Section 13.2(b) of the Plan shall be deemed to release or impair Allowed Claims against the Debtor, which Allowed Claims against the Debtor shall be treated as set forth in the Plan. For the avoidance of doubt, nothing in this Section 13.2(b) of the Plan shall release, limit or affect in any manner, any claims or Causes of Action of the Debtor, or any claims or causes of action of any other Person against any Excluded Former Officer or Loeb, & Troper.

(c) Releases Pursuant to Settlement Agreement. Upon the Effective Date, and subject to the approval of the Settlement Agreement, FEGS, on behalf of itself and the Debtor’s estate, and on behalf of the Debtor’s administrators, successors, assigns, insurers, parents, subsidiaries, affiliates, partners, officers, directors, employees, agents, attorneys and representatives, each in their capacities as such, including, without limitation, any liquidating trust, liquidating trustee, reorganized Debtor, receiver, chapter 7 trustee, chapter 11 trustee or plan administrator, and the Committee, on behalf of itself, its agents, attorneys and representatives, each in their capacities as such (collectively the “Debtor/Committee Parties”), shall be deemed to fully and forever release, discharge and acquit OPWDD, OMH, DASNY, NYCIDA, SCIDA, the Bond Trustee, and DOL (collectively, the “Non Debtor Parties”), and each of their administrators, successors, assigns, insurers, parents, subsidiaries, affiliates, partners, officers, directors, employees,

agents, attorneys, and representatives, each in their capacities as such from any and all manners of action, causes of action, judgments, executions, debts, demands, rights, damages, costs, expenses, claims, defenses and counterclaims of every kind, nature, and character whatsoever, whether at law or in equity, whether based on contract (including, without limitation, quasi-contract or estoppel), statute, regulation, tort or otherwise, accrued or unaccrued, known or unknown, matured or unmatured, liquidated or unliquidated, certain or contingent, that each of the Debtor/Committee Parties ever had or claimed to have or now have or claims to have against the Non-Debtor Parties in connection with, related to or otherwise concerning the Matters (as defined in the Settlement Agreement), provided however, nothing in this Section 13.2(c) shall be deemed to release the claims, rights, and causes of action of the Debtor/Committee Parties to enforce the terms of the Settlement Agreement.

Section 13.3. Exculpation. None of (i) Garfunkel Wild, P.C., in its capacities as counsel to the Debtor; (ii) Crowe Horwath, LLP, in its capacities as accountants and financial advisor to the Debtor; (iii) Togut, Segal & Segal, LLP, in its capacity as co- bankruptcy and reorganization counsel to the Debtor; (iv) Seyfarth Shaw, LLP, in its capacity as special labor counsel to the Debtor; (v) the Debtor’s trustees, in-house counsel, officers, other than the Excluded Former Officers and directors (in their capacities as such); (vi) the Committee; (vii) the members of the Committee, in their capacities as members of the Committee; (viii) Pachulski , Stang, Ziehl, & Jones LLP, in its capacities as counsel to the Committee; (ix) Alvarez and Marsal Healthcare Industry Group, LLC (including its and its affiliates’ and wholly owned subsidiaries’ respective agents, independent contractors and current and former employees), in its capacity as financial advisor to the Committee; and (x) Wachtell, Lipton, Rosen & Katz, in its capacity as pro bono counsel to the Debtor’s board, shall have or incur any liability for any act or omission in connection with, related to, or arising out of, the Case, the formulation, preparation, dissemination, implementation, confirmation, or approval of the Plan, the administration of the Plan or the property to be distributed under the Plan, or any contract, instrument, release, or other agreement or document provided for or contemplated in connection with the consummation of the transactions set forth in the Plan; provided, however, that (i) nothing contained in this Section 13.3 of the Plan shall affect the liability of any Person that would result from any such act or omission to the extent that act or omission is determined by a Final Order of the Court to have constituted fraud, willful misconduct, gross negligence or failure to fully comply with Rule 1.8(h)(1) of the New York Rules of Professional Conduct; and in all respects, such Persons shall be entitled to rely upon the reasonable advice of counsel with respect to their duties and responsibilities under the Plan and shall be fully protected from liability in acting or refraining to act in accordance with such reasonable advice; (ii) nothing in this Section 13.3 of the Plan shall release, limit or affect Avoidance Actions of the Debtor; and (iv) nothing in this Section 13.3 of the Plan shall release, limit or affect the Debtor’s and/or the Plan Administrator’s obligations under the Plan.

Section 13.4. Indemnification. The Plan Administrator and the members of the Oversight Committee shall be indemnified and receive reimbursement against and from all loss, liability, expense (including counsel fees) or damage which the Plan Administrator or the members of the Oversight Committee may incur or sustain in the exercise and performance of

any of their respective powers and duties under the Plan, to the full extent permitted by law, except if such loss, liability, expense or damage is finally determined by a court of competent jurisdiction to result solely from the Plan Administrator’s or the Oversight Committee member’s fraud, willful misconduct, or gross negligence. The amounts necessary for such indemnification and reimbursement shall be paid by the Plan Administrator out of Cash held by the Plan Administrator under the Plan. The Plan Administrator shall not be personally liable for this indemnification obligation or the payment of any expense of administering the Plan or any other liability incurred in connection with the Plan, and no person shall look to the Plan Administrator personally for the payment of any such expense or liability. This indemnification shall survive the death, resignation or removal, as may be applicable, of the Plan Administrator and/or the members of the Oversight Committee, and shall inure to the benefit of the Plan Administrator’s and the Oversight Committee members’ and their respective successors, heirs and assigns, as applicable.

Section 13.5. Release of Collateral. Except as expressly provided otherwise in the Plan, the Purchase Agreement or the Settlement Agreement, unless a holder of a Secured Claim receives a return of its Collateral in respect of such Claim under the Plan: (i) each holder of; (A) an Allowed Secured Claim; and/or (B) an Allowed Claim that is purportedly secured, on the Effective Date shall (x) turn over and release to the Debtor any and all property that secures or purportedly secures such Claim; and (y) execute such documents and instruments as the Plan Administrator requires to evidence such claimant’s release of such property; and (ii) on the Effective Date, all claims, rights, title and interest in such property shall revert to the Debtor, free and clear of all Claims against the Debtor, including (without limitation) liens, charges, pledges, encumbrances and/or security interests of any kind. No Distribution hereunder shall be made to or on behalf of any holder of such Claim unless and until such holder executes and delivers to the Plan Administrator such release of liens. Any such holder that fails to execute and deliver such release of liens within 60 days of any demand thereof shall be deemed to have no further Claim and shall not participate in any Distribution hereunder. Notwithstanding the immediately preceding sentence, a holder of a Disputed Claim shall not be required to execute and deliver such release of liens until the time such Claim is Allowed or Disallowed.

Section 13.6. Cause of Action Injunction. On and after the Effective Date, all Persons other than the Plan Administrator and, to the extent applicable pursuant to the Plan and the Creditor Trust Agreement, the Creditor Trust and the Creditor Trustee, will be permanently enjoined from commencing or continuing in any manner any action or proceeding (whether directly, indirectly, derivatively or otherwise) on account of, or respecting any, claim, debt, right or Cause of Action that the Plan Administrator, or to the extent applicable, the Creditor Trust and the Creditor Trustee, retains authority to pursue in accordance with the Plan and, to the extent applicable, the Creditor Trust Agreement.

Section 13.7. Preservation and Application of Insurance. The provisions of the Plan, including without limitation the release and injunction provisions contained in the Plan, shall not diminish or impair in any manner the enforceability and/or coverage of any insurance policies (and any agreements, documents, or instruments relating thereto) that may cover Claims against the Debtor, any directors, trustees or officers of the Debtor, or any other Person, other than as expressly as set forth herein.

ARTICLE XIV.

MISCELLANEOUS PROVISIONS

Section 14.1. Payment of Statutory Fees. All outstanding fees payable pursuant to Section 1930 of Title 28 of the United States Code shall be paid on or before the Effective Date.

Section 14.2. Reports. Until a final decree closing the Case is entered, the Plan Administrator shall comply with any requisite reporting requirements established pursuant to the guidelines of the U.S. Trustee.

Section 14.3. Governing Law. Except to the extent the Bankruptcy Code, the Bankruptcy Rules, or other federal laws are applicable, the laws of the State of New York shall govern the construction and implementation of the Plan and all rights and obligations arising under the Plan.

Section 14.4. Withholding and Reporting Requirements. In connection with the Plan and all instruments issued in connection therewith and distributions thereon, the Plan Administrator shall comply with all withholding, reporting, certification and information requirements imposed by any federal, state, local or foreign taxing authority and all distributions hereunder shall, to the extent applicable, be subject to any such withholding, reporting, certification and information requirements. Persons entitled to receive distributions hereunder shall, as a condition to receiving such distributions, provide such information and take such steps as the Plan Administrator may reasonably require to ensure compliance with such withholding and reporting requirements, and to enable the Plan Administrator to obtain the certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law. Any person that fails to comply with the Plan Administrators requests in the preceding sentence within ninety (90) days of any such request thereof, shall not be entitled to participate in any distribution under the Plan and no such distribution shall be made on account of any such persons Allowed Claim, and the Plan Administrator shall reallocate such distribution for the benefit of all other holders of Allowed Claims in accordance with the Plan.

Section 14.5. Section 1146 Exemption. Pursuant to Section 1146(a) of the Bankruptcy Code, the issuance, transfer, or exchange of any security under the Plan; or the execution, delivery, or recording of an instrument of transfer pursuant to, in implementation of or as contemplated by the Plan; or the vesting, transfer, or sale of any real property of the Debtor pursuant to, in implementation of or as contemplated by the Plan shall not be taxed under any state or local law imposing a stamp tax, transfer tax, or similar tax or fee. Consistent with the foregoing, each recorder of deeds or similar official for any county, city or governmental unit in which any instrument hereunder is to be recorded shall, pursuant to the Confirmation Order, be ordered and directed to accept such instrument, without requiring the payment of any documentary stamp tax, deed stamps, stamp tax, transfer tax, intangible tax, or similar tax.

Section 14.6. Severability. In the event that any provision of the Plan is determined to be unenforceable, such determination shall not limit or affect the enforceability and operative effect of any other provisions of the Plan. To the extent that any provision of the Plan would, by its inclusion in the Plan, prevent or preclude the Court from entering the Confirmation Order, the Court, on the request of the Plan Proponents, may modify or amend such provision, in whole or

in part, as necessary to cure any defect or remove any impediment to the Confirmation of the Plan existing by reason of such provision; provided, however, that such modification shall not be effected except in compliance with Section 11.1 of the Plan.

Section 14.7. Reservation of Rights. If the Plan is not confirmed for any reason, the rights of all parties in interest in the Case are and shall be reserved in full. Any concession reflected or provision contained herein, if any, is made for purposes of the Plan only, and if the Plan does not become effective, no party in interest in the Case shall be bound or deemed prejudiced by such concession.

Section 14.8. Binding Effect; Counterparts. The provisions of the Plan shall bind all holders of Claims against the Debtor, whether or not they have accepted the Plan. The Plan may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Plan.

Section 14.9. Notices. All notices, requests, and demands to or upon the Plan Proponents, the Plan Administrator, the Committee or the Oversight Committee must be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission or by electronic mail, when received and telephonically confirmed, addressed as follows:

If to the Plan Proponent, to: Garfunkel Wild, P.C. Burton S. Weston

Adam T. Berkowitz 111 Great Neck Road

Great Neck, New York 11021 Tel: (516) 393-2200

Fax: (516) 466-5964

Email: bweston@garfunkelwild.com aberkowitz@garfunkelwild.com

If to the Committee, to: Pachulski, Stang, Ziehl and Jones Robert J. Feinstein

Ilan D. Scharf

780 Third Avenue, 34th Floor New York, New York 10017 Tel: (212) 561-7700

Fax: (212) 561-7777

E-mail: rfeinstein@pszjlaw.com isharf@pszjlaw.com

If to the Plan Administrator, to:

Federation Employment and Guidance Services, Inc. Judith Pincus

2 Park Avenue, 20th Floor New York, New York 10016 Tel: (212) 366-0036

Fax: (212) 366-8441

Email: JPincus@fegs.org with a copy to

Garfunkel Wild, P.C. Burton S. Weston Adam T. Berkowitz 111 Great Neck Road

Great Neck, New York 11021 Tel: (516) 393-2200

Fax: (516) 466-5964

Email: bweston@garfunkelwild.com aberkowitz@garfunkelwild.com

If to the Oversight Committee, to:

Pachulski, Stang, Ziehl and Jones Robert J. Feinstein

Ilan D. Sharf

780 Third Avenue, 34th Floor New York, New York 10017 Tel: (212) 561-7700

Fax: (212) 561-7777

E-mail: rfeinstein@pszjlaw.com isharf@pszjlaw.com

If to the Creditor Trust and/or the Creditor Trustee, to:

Rich Michaelson Magaliff Moser, LLP Robert N. Michaelson

340 Madison Avenue, 19th Floor New York, NY 10173

Tel: (212) 220-9402

Fax: (212) 913-9644

Email: rmichaelson@r3mlaw.com

Section 14.10. Plan Controls. In the event and to the extent that any provision of the Plan is inconsistent with the provisions of the Disclosure Statement, the provisions of the Plan shall control and take precedence.

[SIGNATURE PAGE TO FOLLOW]

Date: November 14, 2017 New York, New York

FEGS

Debtor and Debtor-In-Possession

By: _/s/ Judith Pincus Judith Pincus

Chief Wind Down Officer

GARFUNKEL WILD, P.C.

Attorneys for the Debtor and Debtor-in-Possession

BURTON S. WESTON, Esq. ADAM T. BERKOWITZ, Esq.

111 Great Neck Road

Great Neck, New York, NY 11021 Telephone No. (516) 393-2200

Facsimile No. (516) 466-5964

GARFUNKEL WILD, P.C.

111 Great Neck Road

Great Neck, New York 11021 Telephone: (516) 393-2200

Telefax: (516) 466-5964

Burton S. Weston Adam T. Berkowitz

Counsel for Debtor

And Debtor in Possession

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK

x In re:

FEDERATION EMPLOYMENT AND GUIDANCE Chapter 11

SERVICE, INC. d/b/a FEGS,1 Case No. 15-71074 (REG)

Debtor.

FIRST AMENDED PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF FEDERATION EMPLOYMENT AND GUIDANCE SERVICE, INC. D/B/A FEGS

Dated: October 6November 14, 2017 New York, New York

1 The last four digits of the Debtor’s federal tax identification number are 4000.

ARTICLE I.

DEFINITIONS AND CONSTRUCTION OF TERMS

“Administrative/Priority Claims” means all Administrative Claims, Priority Tax Claims, Professional Fee Claims, U.S. Trustee Fees, and Other Priority Claims.

“Allowed” means any Claim against the Debtor to the extent: (a) such Claim is scheduled by the Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in a liquidated amount

and not listed as contingent, unliquidated, zero, undetermined or disputed, or (b) a proof of such Claim was timely filed, or deemed timely filed, with the Court pursuant to the Bankruptcy Code, the Bankruptcy Rules, and/or any applicable Final Order; and, in either case, has not been previously satisfied and (x) is not objected to within the period fixed by the Bankruptcy Code, the Bankruptcy Rules, this Plan, and/or applicable Final Orders of the Court, (y) has been settled for an allowed amount pursuant to Section 4.58.2 of the Plan, or (z) has otherwise been allowed, or estimated for distribution purposes, by a Final Order. An “Allowed Claim” shall be net of any amounts previously paid, as well as any valid setoff or recoupment amount based on a valid setoff or recoupment right. Except as otherwise expressly provided herein, the term “Allowed Claim” shall not, for the purposes of computation of distributions under the Plan, include any amounts not allowable under the Bankruptcy Code or applicable non-bankruptcy law.

“Bar Date” means the date(s) fixed by order of the Court by which Persons asserting a Claim against the Debtor must file a proof of Claim on account of such Claim or be forever

barred from asserting a Claim against the Debtor or its property and from sharing in distributions hereunder.

“Bond Trustee” means the Bank of New York Mellon, in its capacity as Bond Trustee with respect to certain DASNY, NYCIDA and SCIDA bond obligations of FEGS.

“BH Program Properties” means the Program Properties housing the clients of the BH Programs.

“Business Day” means any day other than a Saturday, Sunday or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

“Case” means the Debtor’s case under Chapter 11 pending before the Court. “Cash” means cash or cash equivalents, including, but not limited to, wire transfers,

checks and other readily marketable direct obligations of the United States of America and certificates of deposit issued by banks.

“Chapter 11” means Chapter 11 of the Bankruptcy Code.

“Claim” means any claim within the meaning of Section 101(5) of the Bankruptcy Code, whether or not asserted.

“Claim No.” means the number ascribed a proof of claim filed in the Case on the Debtor’s claim register.

“Class” means a Class of Claims against the Debtor described in Article III of the Plan.

“Committee” means the Official Committee of Unsecured Creditors appointed by the

U.S. Trustee in the Case, as constituted from time to time, in its official capacity, but does not mean the members of the Committee in their individual capacities.

“Confirmation” means entry of the Confirmation Order by the Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

“Confirmation Date” means the date of entry of the Confirmation Order on the docket maintained by the Clerk of the Court.

“Creditor” means any holder of a Claim against the Debtor or holder of any Claim against property of the Debtor.

“Creditor Trust Assets” means the Creditor Trust Claims, the Creditor Trust Funds, and any other assets acquired by the Creditor Trust after the Effective Date or pursuant to the Plan.

“Creditor Trust Interests” means the beneficial interests in the Creditor Trust to be deemed distributed to holders of Allowed General Unsecured Claims.

“DASNY” means The Dormitory Authority of the State of New York.

“DASNY Bonds” means the bonds issued by DASNY as set forth in Claim No. 1620 and Claim No. 1798 (filed by the Bond Trustee).

“DASNY Mortgages” means the mortgages encumbering the DASNY Properties securing the obligations under the DASNY Bonds.

“DASNY Properties” means Program Properties encumbered by DASNY Mortgages.

“DASNY Providers” means Providers who, under the terms of the Purchase Agreement, are acquiring DASNY Properties.

“DD Program Properties” means the Program Properties housing the clients of the DD Programs.

“Debt” means liability on a Claim.

“Debtor” means Federation Employment and Guidance Service, Inc. d/b/a/ FEGS, whether as Debtor or as Debtor-in-possession.

“Debtor Release Parties” means, collectively and solely in such capacity, the Debtor’s current and former directors, officers, and trustees, the Committee, each current and former

member of the Committee and, with respect to each of the foregoing, their respective officers, directors, managers, members, accountants, financial advisors, investment bankers, agents, restructuring advisors, attorneys, representatives or other professionals serving during the pendency of the Cases (solely acting in their capacities as such), provided, however, that the Debtor Release Parties shall expressly exclude all Excluded Former Officers.

“Disallowed” means with reference to any Claim, a Claim against the Debtor or any portion thereof that: (i) has been disallowed or expunged by a Final Order; (ii) has been withdrawn, in whole or in part, by the holder thereof or by agreement with the Debtor or the Plan Administrator, as applicable; or (iii) is not listed in the Schedules, or is scheduled at zero or as contingent, disputed or unliquidated and as to which no proof of Claim has been filed by the applicable bar date or deemed timely filed with the Court pursuant to either the Bankruptcy Code or any Final Order.

“Disputed” means with reference to any Claim, a Claim against the Debtor that is not an Allowed Claim or a Disallowed Claim.

“Disputed Claims Reserve” means the reserve to be established and maintained by the Plan Administrator described in Section 5.16 of the Plan.

“District Court” means the United States District Court for the Eastern District of New

York.

“D&O Claim” means a claim, whether asserted prior to or after the Effective Date, by or

on behalf of the Debtor’s estate, including by the Committee, the Creditor Trust, the Creditor Trustee or the Plan Administrator, against any Excluded Former Officer or Loeb and Troper.

“DOL” means the New York State Department of Labor.

“DOL Priority Claim” means any such portion of the DOL Claims that is entitled to priority in payment pursuant to Section 507(a)(8) of the Bankruptcy Code.

“DOL Unsecured Claim” means any such portion of the DOL Claims that is not entitled to priority in payment pursuant to Section 507(a)(8) of the Bankruptcy Code.

“Effective Date” means the first Business Day upon which each of the conditions in Section 9.210.2 of the Plan have been satisfied or waived pursuant to Section 10.3 of the Plan.

“Estate” means the Chapter 11 Estate of the Debtor created by Section 541 of the Bankruptcy Code.

“Excluded Former Officer” means any former officer of the Debtor who was not employed by the Debtor as of the Petition Date, including, without limitation, Gail Magaliff and Ira Machowsky.

“Executory Contract” means any executory contract or unexpired lease subject to Section 365 of the Bankruptcy Code, between the Debtor and any other Person.

”Holder” means any person holding a Claim.

“Housing Corporation Interests” means the membership or sponsorship interest of the Debtor in the Housing Agencies.

“Impaired” means “impaired” within the meaning of Section 1124 of the Bankruptcy

Code.

“Joint Venture” means a joint venture of L&M and the Joint Venture Partner formed to

acquire the Housing Corporation Interests.

“Joint Venture Partner” means a to-be-formed limited liability company with a not-for- profit member and a member of the Joint Venture.

“L&M” means L&M Inclusionary Acquisition LLC, a New York limited liability company and a member of the Joint Venture.

“Net Proceeds” means the Remaining Cash together with the aggregate Cash received after the Effective Date from the liquidation of the Assets or otherwise, minus Cash necessary to fund Allowed Administrative/Priority Claims and Allowed Secured Claims, the costs to administer the Plan (including the costs and expenses of the Plan Administrator, the Post Effective DateCreditor Trust, the Oversight Committee and their respective professionals), and the Disputed Claims Reserve.

“NYCIDA” means the New York City Industrial Development Agency.

“NYCIDA Bonds” means the bonds issued by NYCIDA as described in Claim 1798 filed by the Bond Trustee.

“OMH” means the New York State Office of Mental Health, a governmental agency.

“OPWDD” means the New York State of Office of People With Developmental Disabilities, a governmental agency.

“Other Properties” means all of the Debtor’s right, title and interest in and to real property other than Program Properties.

“Other Secured Claim” means a Secured Claim against the Debtor other than the DASNY Secured Claim and the Bond Trustee Secured Claim.

“Oversight Committee” means the Committee as it shall function after the Effective Date as more fully described in Section 5.15 of the Plan and Article VIII of the Creditor Trust Agreement.

“Petition Date” means March 18, 2015, the date on which the Debtor filed theirits voluntary petitions under Chapter 11 of the Bankruptcy Code.

“Plan” means this plan of liquidation (including all exhibits and schedules hereto), as it may be modified, amended, or supplemented from time to time.

“Plan Administrator” means such Person designated jointly by the Debtor and the Committee,Judith Pincus, solely in her capacity as Plan Administrator and approved by the Bankruptcy Court pursuant to the Confirmation Order, or, after the Effective Date, such other Person designated pursuant to Section 5.11 hereof, to administer the Plan.

“Plan Proponent” means the Debtor; provided, however, that after the Effective Date, such term shall mean the Plan Administrator.

“Post Effective Date Committee” means the Committee as it shall function after the Effective Date as more fully described in Section 5.10 of the Plan.

“Professional Fee Claims Bar Date” means 4:00 p.m. (prevailing Eastern time) on the date that is sixty (60) days after the Effective Date.

“Program Properties” means all of the Debtor’s right, title and interest in and to that certain real property and, if applicable, those cooperative shares and proprietary leases relating to any cooperative units or, and the sponsorship interests in any housing corporation,Waverly Residence, Inc., each of which are used by, or otherwise house clients in, any Programs administered by the Providers and are being conveyed to the Providers under the terms of the Purchase Agreement, as set forth on Schedule A to the Purchase Agreement.

“Programs” means, collectively, the BH Programs and the DD Programs.

“Providers” or “Purchasers” means Jewish Board of Family and Children’s Services, Inc., United Cerebral Palsy of New York City, Inc. d/b/a Adapt Community Network, Heartshare Human Services of New York, Roman Catholic Diocese of Brooklyn, Community Services Support Corporation (an affiliate of Citizens Options Unlimited, Inc.), Suffolk AHRC, Inc., The New York Foundling Hospital, Human First, Inc. and Family Residences and Essential Enterprises, Inc. (a/k/a FREE Inc.), each a New York not-for-profit corporation, and itself or through an affiliate, an assignee of the BH Programs or DD Programs as the case may be.

“Remaining Cash” means all Cash held by or for the benefit of the Estate upon the Effective Date after transferring the Creditor Trust Funds.

“Retained Causes of Action” means any Causes of Action retained by the Debtor and not transferred to the Creditor Trust. For the avoidance of doubt, any Causes of Action released pursuant to the Plan or otherwise are not Retained Causes of Action.

“Scheduled” means, with respect to any Claim, that such Claim is listed on the Schedules.

“Schedules” means the Schedules of Assets and Liabilities filed with the Court in the Case, as amended from time to time in accordance with Bankruptcy Rule 1009.

“SCIDA” means the Suffolk County Industrial Development Agency.

“SCIDA Bonds” means the bonds issued by SCIDA as described in Claim 1798 filed by the Bond Trustee.

Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff.

“Settlement Agreement” means that certain Settlement Agreement, by and among FEGS, the Committee, OPWDD, OMH, DASNY, NYCIDA, SCIDA, the Bond Trustee and DOL settling and resolving or otherwise providing treatment of the DASNY Claims, the OMH Claims, the OPWDD Claims and the DOL Claims, in the form previously filed with the Court [Docket No. 923], as same may be amended and/or restated. Any amendments, supplements or other modifications to the Settlement Agreement shall be filed in a Plan Supplement.

“Substitution Agreements” shall mean the agreements by and among FEGS, the Housing Agencies, and the Joint Venture and/or the members thereof in connection with the purchase and conveyance of the Housing Corporation Interests, copies of which shall be filed in a Plan Supplement.

“Unclaimed Property” shall have the meaning ascribed to that term in Section 5.245.30 of the Plan.

“Unimpaired” means, with respect to a Class of Claims, that such Class is not Impaired. “Unsecured Claim” means a Claim against the Debtor that is not an Administrative

Claim, Priority Tax Claim, Professional Fee Claim, Secured Claim, or Other Priority Claim.

“U.S. Trustee” means the Office of the United States Trustee for the Eastern District of New York.

Section 1.2. Computation of Time. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

ARTICLE II.

TREATMENT OF UNCLASSIFIED CLAIMS

Section 2.2. Administrative Claims.

a Bar Date to file such Administrative Claim was not previously established, must be filed no later than forty-five (45) days after the occurrence of the Effective Date, or such later date as may be established by Order of the Court. Holders of Administrative Claims who are required to file a request for payment of such Claims and who do not file such requests by the applicable Bar Date shall be forever barred from asserting such Claims against the Debtor or theirits property, and the holder thereof shall be enjoined from commencing or continuing any action, employment of process or act to collect, offset or recover such Administrative Claim.

(b) Estimation of Administrative Claims. The Debtor and the Plan Administrator reserve the right, for purposes of allowance and distribution, to seek to estimate any unliquidated Administrative Claims if the fixing or liquidation of such Administrative Claim would unduly delay the administration of and distributions under the Plan.

(c) Treatment. Unless the holder of an Allowed Administrative Claims agrees to less favorable treatment, each holder of an Allowed Administrative Claim, in full and final satisfaction release and settlement of such Allowed Claim, shall receive payment in Cash from the Remaining Cash in an amount equal to such Allowed Administrative Claim on or as soon as reasonably practicable after the later of (i) the Effective Date; or (ii) the date on which such Claim becomes Allowed or otherwise payable.

Section 2.3. Priority Tax Claims and DOL Priority Claim.

Section 2.4. Professional Fee Claims.

(b) Treatment. Each holder of an Allowed Professional Fee Claim shall be paid in Cash from the Remaining Cash in an amount equal to such Allowed Professional Fee

Claim on or as soon as reasonably practicable after the first Business Day following the date upon which such Claim becomes Allowed by Final Order, unless such holder agrees to a different and/or less favorable treatment of such Claim.

(c) Post Effective Date Services. The fees and expenses of professionals retained by the Plan Administrator and the Post Effective DateOversight Committee on and after the Effective Date, shall be paid by the Plan Administrator from Remaining Cash and Net Proceeds upon receipt of invoice(s) therefor, or on such other terms as the Plan Administrator and the applicable professional may agree to, without the need for further Court authorization, but subject to the approval of the Post Effective DateOversight Committee, which approval shall not unreasonably be withheld. If the Plan Administrator and the professional cannot agree on the amount of post Effective Date fees and expenses to be paid to such professional, such amount shall be determined by the Court.

Section 2.5. U.S. Trustee Fees. The Debtor shall pay all United States Trustee quarterly fees under 28 U.S.C. §1930(a)(6), plus interest due and payable under 31 U.S.C.

ARTICLE III.

CLASSIFICATION OF CLAIMS

Section 3.5. Class 4: Unsecured Claims. Class 4 consists of Allowed Unsecured Claims which arose prior to the Petition Date, including, without limitation, the OMH Claims, the OPWDD Claims and the DOL Unsecured Claims. Class 4 is Impaired by the Plan and, therefore, each holder of an Allowed Class 34 Claim is entitled to vote to accept or reject the Plan.

ARTICLE IV.

TREATMENT OF CLAIMS

less favorable treatment of such Claim (including, without limitation, any different treatment that may be provided for in the documentation governing such Claim or in a prior agreement with such holder).

ARTICLE V.

IMPLEMENTATION OF THE PLAN AND THE PLAN ADMINISTRATOR

Section 5.1. Implementation of the Plan. The Plan will be implemented by the Plan Administrator in a manner consistent with the terms and conditions set forth in the Plan and the Confirmation Order.

Section 5.2. The Sales of the Program Properties.

Section 5.3. The Settlement Agreement

Section 5.4. Sale of Housing Corporation Interests

The Confirmation Order shall authorize a private sale of the Housing Corporation Interests, in one or more transactions, to the Joint Venture or such other party as may be

designated by the Debtor in accordance with, or on substantially the same terms and conditions as contained in, the Substitution Agreements pursuant to sections 363, 1123(a)(5), 1123(b)(4), 1129(b)(2)(A), 1141, 1145 and 1146(a) of the Bankruptcy Code and sections 510 and 511 of the New York Not-For-Profit Corporation Law, free and clear of all Liens, Claims, interests or encumbrances except as otherwise set forth in the Substitution Agreements. Upon Confirmation, the Debtor and/or the Plan Administrator, as applicable, shall be authorized to take any and all actions necessary to consummate the sale of the Housing Corporation Interests.

Section 5.5. The Other Sales. The Confirmation Order shall authorize one or more sales of the Other Properties under sections 365, 1123(a)(5), 1123(b)(4), 1129(b)(2)(A), 1141, 1145 and 1146(a) of the Bankruptcy Code under the terms and conditions of one or more purchase and sale agreements. Such sales shall be on such terms and conditions as determined by the Debtor and the Committee or the Plan Administrator and Post Effective DateOversight Committee as the case may be. Upon Confirmation, the Debtors shall be authorized to take any and all actions necessary to consummate such sales.

Section 5.8. Continuing Existence. From and after the Effective Date, the Debtor shall continue in existence for the purposes of (i) winding up theirits affairs as expeditiously as reasonably possible, (ii) liquidating, by conversion to Cash or other methods, any remaining Assets as expeditiously as reasonably possible, (iii) enforcing and prosecuting Causes of Action, interests, rights and privileges of the Debtor not otherwise transferred to the Creditor Trust,

(iv) resolving Disputed Claims, (v) administering the Plan, (vi) filing appropriate tax returns and

(vii) performing all such other acts and conditions required by and consistent with consummation of the terms of the Plan and the wind down of theirits affairs.

Section 5.9. Liquidation of Remaining Assets. From and after the Effective Date, except as otherwise expressly provided herein, the Plan Administrator, with the approval of the Post Effective DateOversight Committee (which approval shall not be unreasonably withheld), may, without further approval of the Court, use, sell at public or private sale, assign, transfer, or otherwise dispose of any remaining Assets and convert same to Cash.

Section 5.11. Powers and Obligations of the Plan Administrator.

(a) The Confirmation Order shall provide for the appointment of the Plan Administrator. The selection of, and compensation for, the Plan Administrator shall be set forth in the Plan Supplement. The Plan Administrator shall be deemed the Estate’ representative in accordance with section 1123 of the Bankruptcy Code and shall have all powers, authority and responsibilities specified under sections 704 and 1106 of the Bankruptcy Code.

(iii) to receive, manage, invest, supervise, and protect the Assets, including paying taxes or other obligations incurred in connection with administering the Assets;

(iv) to engage attorneys, consultants, agents, employees and all professional persons, to assist the Plan Administrator with respect to the Plan Administrator’s responsibilities;

(vi) after the Effective Date, satisfy any liabilities, expenses and other Claims incurred by the Plan Administrator in the ordinary course of business and without further order of the Court.

(vii) to execute and deliver all documents, and take all actions, necessary to consummate the Plan and wind-down the Debtor’s business;

(viii) to dispose of, and deliver title to others of, or otherwise realize the value of, all the remaining Assets;

and records; reporting obligations;

(ix) to coordinate the collection of outstanding accounts receivable;

(x) to coordinate the storage and maintenance of the Debtor’s books

(xi) to oversee compliance with the Debtor’s accounting, finance and

(xii) to prepare United States Trustee quarterly reports;

(xiii) to oversee the filing of final tax returns, audits and other corporate

dissolution documents if required;

(xiv) to perform any additional corporate actions as necessary to carry out the wind-down, liquidation and ultimate dissolution of the Debtor;

(xv) to communicate regularly with and respond to inquiries from the Post Effective DateOversight Committee and its professionals, including providing to the Post Effective DateOversight Committee regular cash budgets, information on all disbursements and copies of bank statements as reasonably requested by the Post Effective DateOversight Committee;

Debtor;

(xvi) subject to Section 98.1 of the Plan, to object to Claims against the

(xvii) subject to Section 98.2(b) of the Plan, to compromise and settle

Claims against the Debtor;

(xviii) except to the extent standing has previously been granted the Committee to pursue Causes of Action on behalf of the Debtorother than with respect to the Creditor Trust Claims, to act on behalf of the Debtor in all adversary proceedings and contested matters (including, without limitation, any Causes of Action), then pending or that can be commenced in the Court and in all actions and proceedings pending or commenced elsewhere, and to settle, retain, enforce, or dispute any adversary proceedings or contested matters (including, without limitation, any Causes of Action) and otherwise pursue actions involving Assets of the Debtor that could arise or be asserted at any time under the Bankruptcy Code or otherwise, unless otherwise specifically waived or relinquished in the Plan, provided, however, that settlement by the Plan Administrator of any Cause of Action involving an original demand in excess of $250,000 shall: (i) require that written notice of such proposed settlement be given by the Plan Administrator to the Post Effective DateOversight Committee and that the Post Effective DateOversight Committee either shall affirmatively consent to such settlement or shall fail to object to such settlement within ten (10) business days after receipt of such notice, or

(ii) be subject to entry of an Order of the Court approving such settlement;

(xix) to implement and/or enforce all provisions of the Plan;

(xx) to implement and/or enforce all agreements entered into prior to

the Effective Date,

(xxi) perform the duties, exercise the powers, and assert the rights of a trustee under sections 704 and 1106 of the Bankruptcy Code, including, without limitation, investigating, commencing, prosecuting or settling Causes of Action (including, without limitation, Avoidance Actions), enforcing contracts, and asserting claims, defenses, offsets and privileges, subject to the notice and approval requirements set forth in subsection (xviii) above; and

Section 5.12. Plan Administrator’s and Creditor Trustee’s Bond. The Plan Administrator and the Creditor Trustee shall obtain and maintain aone or more bonds in an aggregate amount equal to one hundred and ten percent (110%) of Remaining Cash and Creditor Trust Funds. As Net Proceeds are increased or reduced through the liquidation of Assets and is reduced through distributions and payments by the Plan Administrator, the Plan Administrator and or the Creditor Trustee, as applicable, shall, at the appropriate time, adjust the amount of the bond to an amount equal to at least 110% of the amount of Net Proceeds in the Estate.

Section 5.13. Resignation, Death or Removal of Plan Administrator. The Plan Administrator may resign at any time upon not less than 30 days’ written notice to the Post Effective DateOversight Committee. The Plan Administrator may be removed at any time by the Post Effective DateOversight Committee for cause upon proper application to, and Final Order of, the Court. In the event of the resignation, removal, death or incapacity of the Plan Administrator, the Post Effective DateOversight Committee shall designate another Person to become the Plan Administrator, and thereupon the successor Plan Administrator, without further act, shall become fully vested with all of the rights, powers, duties and obligations of his predecessor. No successor Plan Administrator hereunder shall in any event have any liability or responsibility for the acts or omissions of his or her predecessors.

Section 5.15. Section 5.14. Post Effective DateOversight Committee.

(a) On the Effective Date, the Committee shall continue as the Post Effective DateOversight Committee. The Post Effective Date Committee shall be comprised of the members of the Committee, unless any particular member thereof opts not to be a member

thereof. If a member of the Post Effective Date Committee resigns or is removed, a replacement who holds an Unsecured Claim against the Debtor may be appointed by the remaining members of the Post Effective Date Committeeterms of the appointment and authority of the Oversight Committee, except as expressly provided herein, shall be described and defined in Article VIII of the Creditor Trust Agreement. The duties and powers of the Post Effective DateOversight Committee shall terminate upon the closing of the Case. The Post Effective Date and the liquidation of the Creditor Trust. The Oversight Committee’s role shall be to consult with, and oversee the actions of, the Plan Administrator and the Creditor Trustee, and to perform the functions set forth in the Plan and the Creditor Trust Agreement.

(b) The Post Effective DateOversight Committee shall have the power and authority to utilize the services of its counsel and financial advisor, which may be the same as the professionals retained by the Creditor Trustee, as necessary to perform the duties of the Post Effective DateOversight Committee and to authorize and direct such Persons to act on behalf of the Post Effective DateOversight Committee in connection with any matter requiring its attention or action. The Plan Administrator shall pay the reasonable and necessary fees and expenses of the Post Effective DateOversight Committee’s counsel and financial advisor without the need for Court approval.

(c) Except for the reimbursement of reasonable, actual costs and expenses incurred in connection with their duties as members of the Post Effective DateOversight Committee, the members of the Post Effective DateOversight Committee shall serve without compensation. Reasonable expenses incurred by members of the Post Effective DateOversight Committee may be paid by the Plan Administrator without need for Court approval.

(d) The Plan Administrator and the Creditor Trustee shall report all material matters to the Post Effective DateOversight Committee.

Section 5.16. Section 5.15. Rights of Action. Except to the extent standing has previously been granted the Committee to pursue Causes of Action on behalf of the Debtor, inIn accordance with Section 1123(b)(3)(B) of the Bankruptcy Code, the Plan Administrator and/or the Creditor Trust, as the case may be, may pursue all reserved rights of action, including, without limitation, Causes of Action of the Debtor. Any distributions provided for in the Plan and the allowance of any Claim for the purpose of voting on the Plan is and shall be without prejudice to the rights of the Plan Administrator, on behalf of the post Effective Date Estate and/or the Creditor Trustee, on behalf of the Creditor Trust, as the case may be, to pursue and prosecute any reserved rightsCauses of aAction .including, without limitation, any Creditor Trust Claims. Except as otherwise set forth in the Plan, all Causes of Action of the Debtor shall survive confirmation of the Plan and the commencement and prosecution of Causes of Action of the Debtor shall not be barred or limited by res judicata or any estoppel, whether judicial, equitable or otherwise. If the Plan Administrator does not prosecute a Retained Cause of Action of the Debtor, the Post Effective Date CommitteeCreditor Trust shall, upon the consent of the Plan Administrator, be authorized and have standing to prosecute such Cause of Action on behalf of the Debtor. If the Plan Administrator does not consent to the Post Effective

D ate Committee’sCreditor Trust’s prosecution of a Cause of Action of the Debtor, the Post

Effective Date CommitteeCreditor Trust may seek authority and standing from the Court to

prosecute such Cause of Action, and all rights of the Plan Administrator to object or otherwise oppose such relief are reserved.

Section 5.17. Section 5.16. Corporate Action. On the Effective Date, the appointment of the Plan Administrator, and any and all other matters provided for under the Plan involving corporate action by the Debtor, theirits directors or theirits trustees, including, without limitation, the transfer of management responsibilities of the Debtor to the Plan Administrator, shall be deemed to have occurred and shall be in effect from and after the Effective Date pursuant to applicable law, without any requirement of further action by the Debtor’s directors, officers or trustees. On the Effective Date, the Plan Administrator shall be authorized to issue, execute and deliver the agreements, documents, securities and instruments contemplated by the Plan (or necessary or desirable to effect the transactions contemplated by the Plan) in the name of and on behalf of the Debtor including, without limitation, the Creditor Trust Agreement. Upon the distribution of all Assets pursuant to the Plan and the filing by the Plan Administrator of a certification to that effect with the Bankruptcy Court (which may be included in the application for the entry of the final decree), the Debtor shall be deemed dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of the Debtor or payments to be made in connection therewith; provided, however, that the Debtor and/or the Plan Administrator on behalf of the Debtor may take appropriate action to dissolve under applicable law. From and after the Effective Date, the Debtor shall not be required to file any document, or take any action, to withdraw theirits business operations from any states where the Debtor previously conducted business.

Section 5.18. Section 5.17. Cancellation of Existing Securities, Instruments and Agreements. On the Effective Date, except as otherwise provided herein, all securities, instruments, and agreements governing any Claim against the Debtor shall be deemed cancelled and terminated, and the obligations of the Debtor relating to, arising under, in respect of, or in connection with such securities, instruments, or agreements shall be deemed released and/or satisfied as to the Debtor.

Section 5.19. Section 5.18. Full and Final Satisfaction. All payments and all distributions under the Plan shall be in full and final satisfaction, settlement and release of all the Debtor’s obligations with respect to Claims against the Debtor, except as otherwise provided in the Plan.

Section 5.20. Section 5.19. Setoffs. The Plan Administrator may, pursuant to and to the extent permitted by applicable law, setoff against any Claim asserted against the Debtor and/or the Assets, and the payments or other distributions to be made pursuant to the Plan in respect of such Claim, any Claims of any nature whatsoever that that Debtor or the Estate may have against the holder of such Claim, provided that the Plan Administrator shall give the holder of such Claim notice of the proposed setoff and the holder of such Claim does not object to the proposed setoff within thirty (30) days service of such notice; provided further that if an objection is timely raised to a proposed setoff, the Plan Administrator may seek relief from the Court to effectuate the setoff; and provided further that neither the failure to effect a setoff, nor the allowance of any Claim against the Debtor hereunder, shall constitute a waiver or release of any such Claim the Debtor or the Estate may have against such holder.

Section 5.21. Section 5.20. Funding of the Disputed Claims Reserve.

(a) The portion of the Assets attributable to Disputed Administrative, Priority Tax, Other Priority, and Unsecured Claims, shall be held by the Plan Administrator in the “Disputed Claims Reserve”. As Disputed Claims are resolved, excess Cash or Creditor Trust Interests in the Disputed Claims Reserve shall be made available for distribution to the

holders of Allowed Claims in accordance with the Plan, provided that there is sufficient Cash to administer the Plan and pay Plan expenses. The Plan Administrator may set aside from the Assets an amount of Cash that the Plan Administrator determines is necessary to pay ongoing expenses of administering the Plan.

(b) The Plan Administrator, shall distribute, cause to be distributed, or be deemed to have distributed, to the Disputed Claims Reserve on behalf of Holders of

D isputed General Unsecured Claims, such Creditor’s potential share, if any, of Creditor

Trust Interests. All Creditor Trust Interests shall be deemed to have been issued as of the Effective Date, whether or not held in reserve.

(c) (b) For the purposes of effectuating the distributions to the holders of Allowed Claims and Creditor Trust Interests, the Court (or the District Court, as applicable) may estimate the amount of Disputed Claims pursuant to Section 502(c) of the Bankruptcy Code, in which event the amounts so estimated shall be deemed the amounts of the Disputed Claims for purposes of distribution under the Plan and the Creditor Trust Agreement. In lieu of estimating the amount of any Disputed Claim for purposes of allowance and distribution, the Court (or the District Court, as applicable) may estimate the amount to be reserved for such Disputed Claim (singularly or in the aggregate), or such amount may be fixed by agreement in writing by and between the Plan Administrator and the holder of a Disputed Claim. In the event that the Court (or the District Court, as applicable) estimates any contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Court (or the District Court, as applicable). If the estimated amount constitutes a maximum limitation on such Claim, the Plan Administrator or the Creditor Trustee, as applicable, may elect to pursue any supplemental proceedings to object to any ultimate allowance of such Claim. Claims may be estimated by the Court (or the District Court, as applicable) and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Court or the District Court, as applicable.

(d) (c) As soon as practicable following the Effective Date, the Disputed Claims Reserve shall be established by the Plan Administrator; provided, however, that the Plan Administrator shall have no obligation to fund the Disputed Claims Reserve until, at the latest, immediately prior to the making of a distribution to holders of Allowed Claims. The Plan Administrator shall fund the Disputed Claims Reserve from Net Proceeds. The assets in the Disputed Claims Reserve shall be subject to an allocable share of all expenses and obligations of the Estate. The Plan Administrator shall remove funds from the Disputed Claims Reserve as the Disputed Claims are resolved, which funds shall be distributed as provided in Section 5.17 of the Plan.

Section 5.22. Section 5.21. Plan Distributions.

(a) The Plan Administrator shall make distributions to holders of Allowed Claims in accordance with Article IV of the Plan on or as soon as reasonably practicable after the Effective Date. From time to time, in consultation with the Post Effective DateOversight Committee, the Plan Administrator shall make Pro Rata distributions to holders of Allowed Class 4 Claims in accordance with Article IV of the Plan.

(c) Notwithstanding the foregoing Sections 5.22(a) and (b), the Plan Administrator may retain such amounts (i) as are reasonably necessary to meet contingent liabilities and to maintain the value of the assets of the Estate during liquidation, (ii) to pay reasonable administrative expenses (including the costs and expenses of the Plan Administrator and the Post Effective DateOversight Committee and the fees, costs and expenses of all professionals retained by the Plan Administrator and the Post Effective DateOversight Committee, and any taxes imposed in respect of the Assets), (iii) to satisfy other liabilities to which the Assets are otherwise subject, in accordance with the Plan, and (iv) to establish any necessary reserve. All distributions to the holders of Allowed Claims and Creditor Trust Interests shall be made in accordance with the Plan. The Plan Administrator may withhold from amounts distributable to any Person any and all amounts determined in the Plan Administrator’s reasonable sole discretion to be required by any law, regulation, rule, ruling, directive or other governmental requirement. Holders of Allowed Claims and/or Creditor Trust Interests shall, as a condition to receiving distributions, provide such information and take such steps as the Plan Administrator may reasonably require to ensure compliance with withholding and reporting requirements and to enable the Plan Administrator to obtain certifications and information as may be necessary or appropriate to satisfy the provisions of any tax law. In the event that a holder of an Allowed Claim and/or Creditor Trust Interests does not comply with the Plan Administrators requests in the preceding sentence within ninety (90) days, no distribution shall be made on account of such Allowed Claim and the Plan Administrator shall reallocate such distribution for the benefit of all other holders of Allowed Claims and/or Creditor Trust Interests, as the case maybe, in accordance with the Plan.

Section 5.23. Section 5.22. Cash Distributions. The Plan Administrator, acting on behalf of the estate and/or as disbursing agent for the Creditor Trust, shall not be required to make interim or final Cash distributions in an amount less than $50.00. Any funds so withheld and not distributed on an interim basis shall be held in reserve and distributed in subsequent distributions to the extent the aggregate distribution exceeds $10,000. Should a final distribution to any holder of an Allowed Claim and/or Creditor Trust Interests not equal or exceed $50.00, that sum shall be distributed to other holders of Allowed Claims and/or Creditor Trust Interests in accordance with the Plan.

Section 5.24. Section 5.23. No Payments of Fractional Dollars. Notwithstanding any other provision of the Plan to the contrary, no payment of fractional dollars shall be made pursuant to the Plan. Whenever any payment of a fraction of a dollar under the Plan or the

Creditor Trust Agreement would otherwise be required, the actual Distribution made shall reflect a rounding down of such fraction to the nearest whole dollar.

Section 5.25. Section 5.24. Delivery of Plan Distributions. All distributions under the Plan on account of any Allowed Claims and/or Creditor Trust Interest shall be made at the address of the holder of such Allowed Claim as set forth in a filed Proof of Claim or as otherwise provided by such holder on the electronic records of the debtor, or on the register on which the Plan Administrator records the name and address of such holders or at such other address as such holder shall have specified for payment purposes in a written notice to the Plan Administrator at least fifteen (15) days prior to such distribution date. In the event that any distribution to any holder is returned as undeliverable, the Plan Administrator shall use reasonable efforts to determine the current address of such holder, but no distribution to such holder shall be made unless and until the Plan Administrator has determined the then-current address of such holder, at which time such distribution shall be made to such holder without interest; provided, however, that such undeliverable or unclaimed distributions shall become Unclaimed Property at the expiration of ninety (90) days from the date such distribution was originally made. The Plan Administrator shall reallocate the Unclaimed Property for the benefit of all other holders of Allowed Claims and/or Creditor Trust Interests in accordance with the Plan, provided, however, if the Plan Administrator determines, with the approval of the Post Effective DateOversight Committee, that the administrative costs of distribution effectively interfere with distribution or that all creditors, including administrative claimants, have been paid in full and there is no one that has a right to the funds, such remaining Unclaimed Property shall be donated to a not-for-profit corporation providing services and assistance consistent with the Debtor’s charitable mission as agreed to by the Debtor and the Oversight Committee.

Section 5.26. Section 5.25. Distributions to Holders as of the Confirmation Date. As of the close of business on the Confirmation Date, the claims register shall be closed, and there shall be no further changes in the record holders of any Claims. Neither the Debtor nor, the Plan Administrator, nor the Creditor Trustee, as applicable, shall have any obligation to recognize any transfer of any Claims occurring after the close of business on the Confirmation Date, and shall instead be entitled to recognize and deal for all purposes under the Plan (except as to voting to accept or reject the Plan pursuant to Section 6.1 of the Plan) with only those holders of record as of the close of business on the Confirmation Date.

Section 5.27. Section 5.26. Abandoned Assets. Upon the election of the Plan Administrator, with the approval of the Post Effective DateOversight Committee, the Plan Administrator may abandon any Assets without the need for additional approval of the Court, and upon such abandonment, such Assets shall cease to be Assets of the Estate.

Section 5.28. Section 5.27. Windup. After (a) the Plan has been fully administered, (b) all Disputed Claims have been resolved, (c) all Causes of Action have been resolved, and (d) the Creditor Trust has been fully administered and dissolved, and (e) all Assets have been reduced to Cash or abandoned, the Plan Administrator shall effect a final distribution of all Cash remaining (after reserving sufficient Cash to pay all unpaid expenses of administration of the Plan and all expenses reasonably expected to be incurred in connection with the final distribution) to holders of Allowed Claims and Creditor Trust Interests in accordance with the Plan.

Section 5.29. Section 5.28. Indefeasibility of Distributions. All distributions provided for under the Plan shall be indefeasible.

Section 5.30. Section 5.29. Distribution of Unclaimed Property. Any distribution of property (Cash or otherwise) provided for under the Plan which is unclaimed after ninety (90) days following such distribution (collectively, the “Unclaimed Property”) shall irrevocably revert to the Estate for re-distribution in accordance with the Plan.

Section 5.31. Section 5.30. Saturday, Sunday, or Legal Holiday. If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next Business Day.

Section 5.32. Section 5.31. Final Order. Any requirement in the Plan for a Final Order may be waived by the Plan Proponents.

ARTICLE VI.

VOTING

ARTICLE VII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Section 7.1. Assumption or Rejection of Executory Contracts. Effective on and as of the Confirmation Date, all Executory Contracts are hereby specifically deemed rejected, except for any Executory Contract (a) that has been specifically assumed or assumed and assigned by the Debtor on or before the Confirmation Date with the approval of the Court, (b) in respect of which a motion for assumption or assumption and assignment has been filed with the Court on or before the Confirmation Date, or (c) that is specifically designated as a contract to be assumed on a schedule to the Plan, which scheduleor (d) that is designated on a schedule to the Plan to be maintained through the date that one or more of the sales are completed by the Plan Administrator, and thereafter rejected, which schedules, if any, shall be filed as part of the Plan Supplement.

Section 7.4. Compensation and Benefit Programs. To the extent not previously terminated, and except as set forth in a schedule to be included in the Plan Supplement, all employment and severance agreements and policies, and all employee compensation and benefit plans, policies and programs of the Debtor applicable generally to their respectiveits current employees or officers as in effect on the Confirmation Date, including, without limitation, all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans and life, accidental death and dismemberment insurance plans, shall be terminated as of the Confirmation Date.

ARTICLE VIII.

PROVISIONS FOR RESOLVING AND TREATING CLAIMS

Section 8.1. Disputed Claims. Except as otherwise provided herein, or in the Creditor Trust Agreement, the Plan Administrator and/or Creditor Trustee, as applicable,

shall have the right to object to all Claims on any basis, including those Claims that are not listed in the Schedules, that are listed therein as disputed, contingent, and/or unliquidated, that are listed therein at a lesser amount than asserted by the respective Creditor, or that are listed therein at for a different category of claim than asserted by the respective Creditor. Subject to further extension by the Court for cause with or without notice, the Plan Administrator may object to the allowance of Class 4 Claims up to one hundred eighty (180) days after the Effective Date, the allowance of Administrative/Priority Claims and Secured Claims up to the later of (i) ninety (90) days after the Effective Date or (ii) the deadline for filing an objection established by order of the Court; provided, however, that an objection to a Claim based on Section 502(d) of the Bankruptcy Code may be made at any time in any adversary proceeding against the holder of any relevant Claim. The filing of a motion to extend the deadline to object to any Claims shall automatically extend such deadline until a Final Order is entered on such motion. In the event that such motion to extend the deadline to object to Claims is denied by the Court, such deadline shall be the later of the current deadline (as previously extended, if applicable) or 30 days after

the Court’s entry of an order denying the motion to extend such deadline. From and after the Effective Date, the Plan Administrator shall succeed to all of the rights, defenses, offsets, and counterclaims of the Debtor and the Committee in respect of all Claims, and in that capacity shall have the power to prosecute, defend, compromise, settle, and otherwise deal with all such objections, subject to the terms of the Plan. The Debtor and the Plan Administrator reserve the right, for purposes of allowance and distribution, to estimate claims pursuant to Section 502(c) of the Bankruptcy Code in the District Court if necessary.

Section 8.2. Settlement of Disputed Claims.

(b) The Plan Administrator as applicable, shall give notice to the Post Effective DateOversight Committee and/or Creditor Trustee, as applicable, of (i) a settlement of any Disputed Class 4 Claim (or aggregate of Claims if held by a single Creditor) that results in the disputed portion of such Disputed Class 4 Claim(s) being Allowed in an amount in excess of

$250,000, (ii) a settlement of any Disputed Administrative/Priority Claims, or (iii) settlement of any Disputed Secured Claims. The Post Effective DateOversight Committee shall have ten (10) days after service of such notice to object to such settlement. Any such objection shall be in writing and sent to the Plan Administrator and the settling party. If no written objection is received by the Plan Administrator, as applicable, and the settling party prior to the expiration of such ten (10) day period, the Plan Administrator and the settling party shall be authorized to enter into the proposed settlement without a hearing or Court approval. If a written objection is timely received, the Plan Administrator, the settling party and the objecting party shall use good- faith efforts to resolve the objection. If the objection is resolved, the Plan Administrator and the settling party may enter into the proposed settlement (as and to the extent modified by the resolution of the objection) without further notice of hearing or Court approval, provided that the Claim of the settling party against the Estate shall not be greater under the proposed settlement than that disclosed in the notice. Alternatively, the Plan Administrator may seek Court approval of the proposed settlement upon expedited notice and a hearing.

(c) The Creditor Trustee shall provide notice, and receive approvals, of any settlement as set forth in Section 3.2.10 of the Creditor Trust Agreement.

ARTICLE IX.

The Creditor Trust

T rust all of the estate’s right, title, and interest in the Creditor Trust Assets, including any

Creditor Trust Claims being prosecuted by the Creditors’ Committee on behalf of the

D ebtor’s estate prior to the Effective Date. The Plan Supplement will include a list of all

Causes of Action being prosecuted as of the date thereof, which are being transferred to the Creditor Trust, together with any other Causes of Action that will be transferred to the Creditor Trust. Any recoveries on account of the Creditor Trust Assets shall be distributed to holders of Creditor Trust Interests in accordance with the Plan and the Creditor Trust Agreement. The Creditor Trust shall also be responsible for, and respond on behalf of the Debtor to, the subpoenas and requests for production of documents in connection with Creditor Trust Claims. The Plan Administrator shall provide reasonable cooperation in the response to any such requests for the production of documents. Any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) associated with the above- described rights and Creditor Trust Claims shall be transferred to the Creditor Trust and shall vest in the Creditor Trustee and its representatives. The Plan Administrator, the Creditor Trustee and the Post-Effective Date Committee are authorized to take all necessary actions to effectuate the transfer of such privileges. The Confirmation Order

s hall provide that the Creditor Trustee’s receipt of transferred privileges shall be without waiver in recognition of the joint and/or successorship interest in prosecuting claims on

b ehalf of the Debtor’s estate. Notwithstanding any agreement or order entered by the

B ankruptcy Court to the contrary, the Creditors’ Committee or the Oversight Committee,

as the case may be, shall share any discovery obtained prior to and after the Effective Date with the Creditor Trustee.

the consent of the Plan Administrator and the Oversight Committee, to the extent necessary to maintain the tax status of the Creditor Trust.

Notwithstanding the foregoing, for purposes of section 553 of the Bankruptcy Code, the transfer of the Creditor Trust Assets to the Creditor Trust shall not affect the mutuality of obligations which otherwise may have existed prior to the effectuation of such transfer. To the extent that any Creditor Trust Assets cannot be transferred to the Creditor Trust becaus