1

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: Case No. 20-20259-RAM 

 (Jointly Administered) 

It’Sugar FL I LLC, et al., 

 Chapter 11 

 Debtors. 

_______________________________/

NOTICE OF FILING PROPOSED ORDER CONFIRMING THE PLAN OF 

REORGANIZATION FOR IT’SUGAR FL I LLC, IT’SUGAR LLC, IT’SUGAR 

ATLANTIC CITY LLC AND IT’SUGAR FLGC [ECF 301] 

 It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC, and It’Sugar FLGC LLC 

(collectively, “It’Sugar” or the “Debtors”), by and through undersigned counsel, file the 

attached Proposed Order Confirming the Plan of Reorganization for It’Sugar FL I LLC, It’Sugar 

LLC, It’Sugar Atlantic City LLC and It’Sugar FLGC [ECF 301]. 

 Dated: June 10, 2021. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 1 of 63
   

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that, on June 10, 2021, a true and correct copy of the foregoing 

was served via the Court's Notice of Electronic Filing upon the Registered Users listed on the 

attached Exhibit 1 and via U.S. Mail upon the parties listed on the Manual Notice List. 

s/ Meaghan E. Murphy 

Michael S. Budwick, Esquire 

Florida Bar No. 938777 

mbudwick@melandbudwick.com 

Joshua W. Dobin, Esquire 

Florida Bar No. 93696 

jdobin@melandbudwick.com

Meaghan E. Murphy, Esquire 

Florida Bar No. 102770 

mmurphy@melandbudwick.com

MELAND BUDWICK, P.A. 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telecopy: (305) 358-1221 

Attorneys for Debtors 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 2 of 63
   

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EXHIBIT 1 

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email notice/service 

for this case. 

 Joaquin J Alemany joaquin.alemany@hklaw.com, jose.casal@hklaw.com 

 Scott Andron sandron@broward.org, swulfekuhle@broward.org 

 Joseph H Baldiga bankrupt@mirickoconnell.com 

 Brian S Behar bsb@bgglaw.net 

 David M Blau dblau@clarkhill.com 

 Michael S Budwick mbudwick@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;mbudwick@ecf.courtdrive.co

m;ltannenbaum@ecf.courtdrive.com;phornia@ecf.courtdrive.com 

 Andrew S Conway aconway@taubman.com 

 Ryan E Davis rdavis@whww.com, 

thiggens@whww.com;thiggens@ecf.courtdrive.com 

 Joshua W Dobin jdobin@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;ltannenbaum@ecf.courtdrive.c

om;jdobin@ecf.courtdrive.com;ltannenbaum@ecf.courtdrive.com;phornia@ecf.courtdriv

e.com 

 Kate Foley kfoley@mirickoconnell.com 

 Robert C Furr ltitus@furrcohen.com, 

atty_furrcohen@bluestylus.com;cworkinger@furrcohen.com;staff1@furrcohen.com 

 Daniel Gielchinsky dan@dyglaw.com, 

tatiana@dyglaw.com;dan_1836@ecf.courtdrive.com 

 Ronald E Gold rgold@fbtlaw.com, eseverini@fbtlaw.com;khardison@fbtlaw.com 

 Eric S. Golden egolden@burr.com, jmorgan@burr.com 

 Ilyse M. Homer ihomer@bergersingerman.com, 

efile@bergersingerman.com;mdiaz@bergersingerman.com;efile@ecf.inforuptcy.com 

 Jeannie Kim jekim@sheppardmullin.com, dgatmen@sheppardmullin.com 

 Ian J Kukoff ian.kukoff@blaxgray.com, 

kukoff.assistant@blaxgray.com;isabel.colleran@blaxgray.com 

 David Kupetz dkupetz@sulmeyerlaw.com 

 Robert L LeHane kdwbankruptcydepartment@kelleydrye.com 

 Ilan Markus imarkus@barclaydamon.com, docketing@barclaydamon.com 

 James C. Moon jmoon@melandbudwick.com, 

ltannenbaum@melandbudwick.com;mrbnefs@yahoo.com;jmoon@ecf.courtdrive.com;lta

nnenbaum@ecf.courtdrive.com;phornia@ecf.courtdrive.com 

 Kevin S Neiman kevin@ksnpc.com 

 Ari Newman newmanar@gtlaw.com, 

perezan@gtlaw.com;mialitdock@gtlaw.com;miaecfbky@gtlaw.com 

 Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 3 of 63
   

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 Chad S Paiva trustee.paiva@gmail.com, 

michaelbollingpa@gmail.com,sramirez.fbp@gmail.com 

 Kristen N Pate bk@brookfieldpropertiesretail.com 

 Hampton Peterson legalservices@PBCTax.com 

 Michael S Provenzale michael.provenzale@lowndes-law.com, anne.fisher@lowndeslaw.com 

 Heather L. Ries hries@foxrothschild.com, ralbert@foxrothschild.com 

 Grace E. Robson grobson@mrthlaw.com, 

mrthbkc@gmail.com,lgener@mrthlaw.com,grobson@ecf.courtdrive.com

 Maria A. Santos maria.santos@ct.gov 

 Steven D Schneiderman Steven.D.Schneiderman@usdoj.gov 

 Eric J Silver esilver@stearnsweaver.com, 

jless@stearnsweaver.com;larrazola@stearnsweaver.com;cgraver@stearnsweaver.com;mf

ernandez@stearnsweaver.com;Atty_arrazola@bluestylus.com 

 Steven J. Solomon steven.solomon@gray-robinson.com, Ana.Marmanillo@grayrobinson.com;Amador.Ruiz-Baliu@gray-robinson.com 

 Louis G Spencer louis@alexanderricks.com, dana@alexanderricks.com 

 Ronald M Tucker rtucker@simon.com, 

cmartin@simon.com;bankruptcy@simon.com 

 Michael S Waskiewicz mwaskiewicz@burr.com, sguest@burr.com 

 Gillian D Williston gillian.williston@troutman.com, 

fslecfintake@troutman.com;ethan.ostroff@troutman.com;richard.hagerty@troutman.com

;carter.nichols@troutman.com;christina.lesko@troutman.com 

 Stuart F Wilson-Patton stuart.wilson-patton@ag.tn.gov 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 4 of 63
   

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Manual Notice List

The following is the list of parties who are not on the list to receive email notice/service for this 

case (who therefore require manual noticing/service). 

AAHS Enterprises Inc 

6600 Telegraph Rd 

Commerce, CA 90040 

Barrios Building Maintenance 

4844 W 104th St 

Inglewood, CA 90304 

CRG Financial LLC 

100 Union Avenue, Suite 240 

Cresskill, NJ 07626 

Ephemera Inc 

POB 490 

Phoenix, AZ 97535 

Ricki S. Friedman 

1 Huckleberry Lane 

Hewlett Harbor, NY 11557 

Steven W. Golden 

Pachulski Stang Ziehl & Jones LLP 

780 Third Avenue 

34th Floor 

New York, NY 10017-2024 

HCW Private Development LLC 

2244 S Brentwood Blvd 

St. Louis, MO 63144 

Leslie C. Heilman 

Ballard Spahr LLP 

919 North Market Street, 11th Floor 

Wilmington, DE 19801-3034 

Michael R. Herz 

Fox Rothschild LLP 

49 Market Street 

Morristown, NJ 07960 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 5 of 63
   

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Indianola Pecan House Inc 

PO Box 367 

Indianola, MS 38751 

KRG Enterprises Inc 

9901 Blue Grass Rd 

Philadelphia, PA 19114 

KRG Parkside II, LLC 

211 Fulton Street, Suite 600 

Peoria, IL 61602 

Teri M. Kaye 

Daszkal Bolton LLP 

2401 NW Boca Raton Blvd 

Boca Raton, FL 33431 

Brian R Kopelowitz 

One West Las Olas Blvd 

#500 

Fort Lauderdale, FL 33301 

Paul J. Labov 

Pachulski Stang Ziehl & Jones LLP 

780 Third Avenue 

34th Floor 

New York, NY 10017-2024 

Robert LeHane 

Kelly Drye & Warren LLP 

101 Park Avenue, 29th Floor 

New York, NY 10178 

Markham and Stein Unlimited 

2424 S Dixie hwy 

Miami, FL 33133 

Miami-Dade County Tax Collector 

Peter K. Cam, Tax Collector 

c/o Alexis Gonzalez 

200 NW 2nd Avenue, Suite 430 

Miami, FL 33128 

Minnesota Department of Revenue 

POB 64447-BKY 

St Paul, MN 55164-0447 

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NEST International, Inc. 

Donald K Ludman, Esq 

6 North Broad Street #100 

Woodbury, NJ 08096 

Nassau Candy 

530 W John St 

Hicksville, NY 11801 

Ernie Zachary Park 

13215 E Penn St #510 

Whittier, CA 90602 

Playvisions Inc 

19180- 144th Ave NE 

Woodinville, WA 98072 

Laurel D. Roglen 

Ballard Spahr LLP 

919 North Market Street, 11th Floor 

Wilmington, DE 19801-3034 

Sanblast by Creative Concepts Inc 

1500 Georgia Rd Ste A 

Irondale, AL 35210 

Bradsford J. Sandler 

Pachulski Stang Ziehl & Jones LLP 

919 North Market Street 

17th Floor 

Wilmington, DE 19801 

Squire Boone Village 

406 Mt Tabor Rd 

New Albany, IN 47150 

Stribbons 

2921 W Cypress Creek Rd #101 

Ft. Lauderdale, FL 33309 

Troy Taylor 

c/o Algon Group 

2457 Collins Ave PH 2 

Miami Beach, FL 33140 

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Tokidoki LLC 

5655 W Adams Blvd 

Los Angeles, CA 90016 

UT Brands LLC 

5965 Village Way #E-105-509 

San Diego, CA 92130 

Michael J. Viscount 

Fox Rothschild LLP 

1301 Atlantic Avenue, Suite 400 

Atlantic City, NJ 08401-7212 

Watchhitude LLC 

24A Joyce Klimer Ave N 

New Brunswick, NJ 08901 

Sean T. Wilson 

Kelley Drye & Warren LLP 

101 Park Avenue, 27th Floor 

New York, NY 10178 

Hayley R. Winograd 

Pachulski Stang Ziehl & Jones LLP 

780 Third Avenue 

34th Floor 

New York, NY 10017-2024 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 8 of 63
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: Case No. 20-20259-RAM 

 (Jointly Administered) 

IT’SUGAR FL I LLC, et al., 

 Chapter 11 

 Debtors.1 

_______________________________/

ORDER CONFIRMING THE PLAN OF 

REORGANIZATION FOR IT’SUGAR FL I LLC, IT’SUGAR LLC, 

IT’SUGAR ATLANTIC CITY LLC AND IT’SUGAR FLGC [ECF NO. 301] 

THIS MATTER came before the Court (“Bankruptcy Court” or “Court”)2

 on June 11, 

2021 at 10:00 a.m. in Miami, Florida to consider confirmation of the Plan of Reorganization for 

It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC and It’Sugar FLGC dated April 20, 

2021 (as may be amended, modified or supplemented from time to time, the “Plan”) [ECF No. 

1

 The Debtors in these cases are as follows: (i) IT’SUGAR FL I LLC (Case No. 20-20259); (ii) IT’SUGAR 

LLC (Case No. 20-20261); (iii) IT’SUGAR Atlantic City LLC (Case No. 20263); and (iv) IT’SUGAR FLGC LLC 

(Case No. 20-20264). 

2 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to such terms in the 

Plan.

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 9 of 63
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301], filed by It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC and It’Sugar FLGC, 

collectively, the “Debtors,” “Debtors-in-Possession” or “Plan Proponents”). The Bankruptcy 

Court previously entered, after due notice and a hearing, the Order (I) Conditionally Approving 

the Disclosure Statement; (II) Approving the Ballot; (III) Setting a Date for a Consolidated 

Hearing on (A) Final Approval of the Disclosure Statement and (B) Confirmation of the Plan of 

Reorganization; (IV) Establishing and Consolidating the Deadlines to File (A) Objections to the 

Disclosure Statement and (B) Objections to Confirmation of the Plan of Reorganization; (V) 

Approving the Procedures for Solicitation and Tabulation of Votes on the Plan; (VI) Setting 

Various Deadlines; and (VII) Describing the Plan Proponents’ Obligations (“Disclosure 

Statement Order”) [ECF No. 317] conditionally approving the Disclosure Statement Pursuant to 

11 U.S.C. § 1125 For It’Sugar FL I LLC, It’Sugar LLC, It’Sugar Atlantic City LLC and It’Sugar 

FLGC, dated April 20, 2021, (as may be amended, modified or supplemented from time to time, 

the “Disclosure Statement”) [ECF No. 302] as, among other things, containing “adequate 

information” regarding the Plan in accordance with 11 U.S.C. § 1125(a), approving the 

solicitation procedures, (ii) the form and content of the ballot for creditors to vote for or against 

the Plan substantially in the form as filed as Exhibit B to the Plan Procedures Motion filed on 

April 20, 2021 [ECF No. 303] (“Ballot”) and (iii) scheduled a hearing to consider confirmation 

of the Plan on June 11, 2021 (“Confirmation Hearing”). The Plan and the Solicitation Package 

(as defined below) have been transmitted to holders of Claims entitled to vote thereon as 

provided in the Disclosure Statement Order. Notice has been provided of (i) entry of the 

Disclosure Statement Order, (ii) the Confirmation Hearing (as defined below), and (iii) the 

deadline for voting on, and/or objecting to the Plan having been provided to holders of Claims 

against and Equity Interests in the Debtors and other parties in interest, in accordance with the 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 10 of 63
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Disclosure Statement Order, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure 

(“Bankruptcy Rules”), and the Local Bankruptcy Rules for the Southern District of Florida 

(“Local Bankruptcy Rules”). Such notice is sufficient under the circumstances and no other or 

further notice is required. The Debtors have filed the Plan Supplement (as defined below) on 

June 1, 2021 [ECF No. 423] which, among other things, includes (i) the First Amended Schedule 

of Assumed Executory Contracts and Unexpired Leases (defined herein) (i.e., the list of prepetition executory contracts and unexpired leases for non-residential real property to be assumed 

by the Debtors in connection with confirmation of the Plan in accordance with the provisions of 

the Plan) and (ii) Exit Facility Documents, consisting of (1) the Term Loan Agreement and (2) 

the Security Agreement (as defined in the Plan Supplement) and such filing and notice is 

sufficient under the circumstances and no further notice is required. 

Upon consideration of the:/ (i) the Certificate of Proponents of Plan on Acceptance of 

Plan, Report on Amount to be Deposited, Certificate of Amount Deposited and Payment of Fees

[ECF No. 463] (“Ballot Report”) (evidencing, among other things, that the Debtors have 

received the requisite acceptances of the Plan in both number and amount as required by § 1126 

of the Bankruptcy Code); (ii) the Confirmation Affidavit of Troy Taylor [ECF No. 462] 

(“Confirmation Affidavit” together with the Ballot Report, collectively, the “Declarations”); and 

the hearing to consider confirmation of the Plan held before the Court on June 11, 2021 

(“Confirmation Hearing”); and the Court having reviewed and considered the Disclosure

Statement, Plan, Disclosure Statement Order, Plan Supplement (including the First Amended 

Schedule of Assumed Executory Contracts and Unexpired Leases and the Exit Facility 

Documents), Declarations, each informal objection which has not been withdrawn or otherwise 

mooted and the Debtors’ responses thereto, and all related documents; and the appearance of all 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 11 of 63
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interested parties being noted in the record of the Confirmation Hearing, including the 

Declarations filed and any testimony therein and the exhibits admitted into evidence; and upon 

all of the proceedings before the Court and upon the entire record of the Confirmation Hearing; 

and the Court having determined based upon all of the foregoing that the Plan should be 

confirmed, as reflected by the Court’s rulings made herein and on the record of the Confirmation 

Hearing; and after due deliberation and sufficient cause appearing therefor, 

 It is ORDERED as follows: 

FINDINGS OF FACT 

A. Findings and Conclusions. The findings and conclusions set forth herein 

and on the record of the Confirmation Hearing constitute the Court’s findings of fact and 

conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made 

applicable by Bankruptcy Rules 7052 and 9014. The Court incorporates by reference all findings 

of fact and conclusions of law set forth on the record at the Confirmation Hearing as if set forth 

fully herein. To the extent any of the following findings of fact constitute conclusions of law, 

they are adopted as such. To the extent any of the following conclusions of law constitutes 

findings of fact, they are adopted as such. 

B. Jurisdiction. The Court has jurisdiction over the Debtors’ Chapter 11 

Cases (as defined below) and confirmation of the Plan and any objections thereto pursuant to 28 

U.S.C. § 1334. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b) and 

this Court has jurisdiction to enter a final order consistent with Article III of the United States 

Constitution with respect thereto. Venue is proper before the Court pursuant to 28 U.S.C. 

§§ 1408 and 1409. The Debtors are proper plan proponents under § 1121(a) and (c) of the 

Bankruptcy Code. 

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C. Commencement and Joint Administration of the Debtors’ Chapter 11 

Cases. On September 22, 2020 (“Petition Date”) each of the Debtors commenced a case under 

chapter 11 of the Bankruptcy Code (“Chapter 11 Cases”). By prior order of the Court, the 

Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly 

administered pursuant to Bankruptcy Rule 1015. The Debtors have operated their businesses and 

managed their assets as debtors in possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy 

Code. 

D. Appointment of Creditors’ Committee. On October 20, 2020, the Office 

of the United States Trustee (“U.S. Trustee”) appointed the Creditors’ Committee which is 

comprised of the following five members: (i) Simon Property Group, Inc..; (ii) Jack’s Candy 

Company; (iii) Brookfield Properties Retail, Inc.; (iv) KRG Enterprises, Inc.; and (v) Nassau 

Candy Distributors, Inc. [ECF No. 110]. On or about October 23, 2020, the Creditors’ 

Committee selected Pachulski Stang Ziehl and Jones LLP (“PSZJ”) and Fox Rothschild LLP 

(“Fox Rothschild”) as counsel. On or about December 17, 2020, the Court entered orders 

effective as of October 23, 2020, approving PSZJ and Fox Rothschild’s retention. [ECF Nos. 197 

and 198]. 

E. Judicial Notice. The Court takes judicial notice of the docket of the 

Chapter 11 Cases maintained by the Clerk of the Court, including, without limitation, all 

pleadings and other documents filed, all orders entered, and all evidence and arguments made, 

proffered or adduced at the hearings held before the Court during the pendency of the Chapter 11 

Cases. 

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F. Oral Findings of Fact Incorporated. All oral findings of fact and 

conclusions of law entered by the Court at the Confirmation Hearing are incorporated by this 

reference, in accordance with Bankruptcy Rule 7052(a). 

G. Confirmation Hearing. On June 11, 2021, the Court conducted the

Confirmation Hearing pursuant to Bankruptcy Code § 1128 and Bankruptcy Rule 3020(b)(2). 

H. Resolution of Informal Objections. As presented at the Confirmation 

Hearing, the consensual resolutions of certain informal objections satisfy all applicable 

requirements of the Bankruptcy Code and the Bankruptcy Rules, are in the best interests of the 

Debtors, and are approved. All objections, informal or otherwise, that were not resolved by 

agreement at the Confirmation Hearing are overruled. 

I. Solicitation and Notice. On May 5, 2021, the Court entered the Disclosure 

Statement Order, which, among other things, conditionally approved the Disclosure Statement, 

finding that it contained “adequate information” within the meaning of § 1125 of the Bankruptcy 

Code, and established procedures for the Debtors’ solicitation and tabulation of votes on the 

Plan. The (a) Disclosure Statement Order, (b) Disclosure Statement, (c) Plan, (d) Ballot for 

voting on the Plan, and (e) Solicitation Letter (collectively, the “Solicitation Package”), were 

served in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure 

Statement Order (“Solicitation”). As described in the Disclosure Statement Order and related 

certificates of service (filed with the Court at ECF Nos. 320 and 325), (i) the service of the 

Solicitation Packages was adequate and sufficient under the circumstances of these Chapter 11 

Cases, and (ii) adequate and sufficient notice of the Confirmation Hearing and other 

requirements, deadlines, hearings and matters described in the Disclosure Statement Order was 

timely provided in compliance with the requirements of the Disclosure Statement Order, 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 14 of 63
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Bankruptcy Rules and Local Bankruptcy Rules and such notice provided due process to all 

parties in interest. No other or further notice is required. 

J. Voting. Votes on the Plan were solicited after disclosure of “adequate 

information” as defined in section 1125 of the Bankruptcy Code. As evidenced by the Ballot 

Report, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith 

and in a manner consistent with the Disclosure Statement Order, the Bankruptcy Code, and the 

Bankruptcy Rules. 

K. Ballots. All procedures used to distribute solicitation packages to the 

holders of Claims and Equity Interests and to tabulate Ballots were fair, properly conducted, in 

good faith, and in accordance with the Disclosure Statement Order, the Bankruptcy Code, the 

Bankruptcy Rules, the local rules of the Court, and all other applicable laws, rules and 

regulations. 

L. Impaired Classes Under the Plan. As set forth more fully in the Plan, 

Classes 2, 3, 4, 5 and 6 (collectively, the “Impaired Classes”) are impaired under the Plan as that 

term is defined in Bankruptcy Code § 1124. Aside from Classes 5 and 6 (Subordinated Claims 

and Equity Interests), Impaired Classes were entitled to submit votes to accept or reject the Plan. 

M. Impaired Classes that Have Voted to Accept the Plan. The Ballot Report 

indicates that at least two-thirds in dollar amount and more than half in number of the holders of 

claims in Classes 3 and 4 who voted on the Plan accepted it, and Classes 5 and 6 were deemed to 

reject the Plan. Thus, at least one impaired class of claims, determined without including any 

acceptance by an insider of any of the Debtors, has voted to accept the Plan. 

N. Plan Supplement. On June 1, 2021 [ECF No. 423], the Debtors filed their 

supplement to the Plan (collectively, the “Plan Supplement”). Among other things, the Plan 

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Supplement included (i) the First Amended Schedule of Assumed Executory Contracts and 

Unexpired Leases (as defined in the Plan Supplement) (i.e., the list of pre-petition executory 

contracts and unexpired leases for non-residential real property to be assumed by the Debtors in 

connection with confirmation of the Plan in accordance with the provisions of the Plan) and (ii) 

Exit Facility Documents, consisting of (1) the Term Loan Agreement and (2) the Security 

Agreement (as defined in the Plan Supplement). All materials included in the Plan Supplement 

and any amendments thereto are integral to, part of and incorporated by reference into the Plan. 

The Plan Supplement and the amendments thereto comply with the terms of the Plan, and the 

filing and notice of such documents are good and proper in accordance with the Bankruptcy 

Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the Disclosure Statement Order 

and no other or further notice is necessary. The Debtors reserve their right to alter, amend, 

update or modify the Plan Supplement before the Effective Date to make non-material changes 

consistent with the Plan. 

COMPLIANCE WITH SECTION 1129 OF THE BANKRUPTCY CODE

O. Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(1)). 

The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying § 

1129(a)(1) of the Bankruptcy Code. 

P. Proper Classification (11 U.S.C. §§ 1122 and 1123(a)(1)). In addition to 

Administrative Claims and Priority Tax Claims, which need not be classified, Article III of the 

Plan designates the following five classes of Claims and one class of Equity Interests: Class 1 

(Other Priority Claims), Class 2 (Secured Claim of SHL Holdings, Inc.), Class 3 (Secured 

Construction/Mechanics Lien Claims), Class 4 (General Unsecured Claims), Class 5 

(Subordinated Claims) and Class 6 (Equity Interests). Each of the Claims or Equity Interests, as 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 16 of 63
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the case may be, in each particular Class is substantially similar to the other Claims or Equity 

Interests within such Class. Valid business, legal and factual reasons exist for separately 

classifying the various Claims and Equity Interests pursuant to the Plan, and such Classes do not 

unfairly discriminate between holders of Claims and Equity Interests. Accordingly, the Plan 

satisfies §§ 1122 and 1123(a)(1) of the Bankruptcy Code. 

Q. Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Article III of the 

Plan specifies that Class 1 (Other Priority Claims) are unimpaired under the Plan, thereby 

complying with § 1123(a)(2) of the Bankruptcy Code. Accordingly, the Plan satisfies § 

1123(a)(2) of the Bankruptcy Code. 

R. Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). Article 

III of the Plan designates Class 2 (Secured Claim of SHL Holdings, Inc.), Class 3 (Secured 

Construction/Mechanics Lien Claims), Class 4 (General Unsecured Claims), Class 5 

(Subordinated Claims) and Class 6 (Equity Interests) as impaired, and Article III of the Plan 

specifies the treatment of Claims and Equity Interests in such Classes, thereby complying with § 

1123(a)(3) of the Bankruptcy Code. Accordingly, the Plan satisfies § 1123(a)(3) of the 

Bankruptcy Code. 

S. No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for the 

same treatment for each Claim or Equity Interest in each respective Class unless the holder of a 

particular Claim or Equity Interest has agreed to a less favorable treatment on account of such 

Claim or Equity Interest, thereby satisfying § 1123(a)(4) of the Bankruptcy Code. Accordingly, 

the Plan satisfies § 1123(a)(4) of the Bankruptcy Code. 

Case 20-20259-RAM Doc 504 Filed 06/10/21 Page 17 of 63
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T. Implementation of the Plan (11 U.S.C. § 1123(a)(5)). The Plan provides 

adequate and proper means for the implementation of the Plan as required by §1123(a)(5) of the 

Bankruptcy Code. Accordingly, the Plan satisfies § 1123(a)(5) of the Bankruptcy Code. 

U. Non-Voting Equity Securities/Allocation of Voting Power (11 U.S.C. 

§ 1123(a)(6)). The Plan provides for, (1) in Article 3.10.2, among other things, that on the 

Effective Date 100% of the Equity Interests shall revest in the respective Reorganized Debtor. 

Accordingly, the Plan satisfies § 1123(a)(6) of the Bankruptcy Code. 

V. Designation of Directors and Officers (11 U.S.C. § 1123(a)(7)). The Plan 

provides in Article 12.28 that, as of the Effective Date, the directors, officers, partners, members 

and managers, as the case may be, of each of the Debtors immediately prior to the Effective Date 

shall be deemed to be the directors, officers, partners, members and managers, as the case may 

be, of each of the Reorganized Debtors without any further action by any party. Accordingly, the 

selection of directors, officers, partners, members, and managers are consistent with the interests 

of creditors, equity security holders, and public policy. As such, the Plan satisfies section 

1123(a)(7) of the Bankruptcy Code. 

W. Additional Plan Provisions (11 U.S.C. § 1123(b)). The other provisions of 

the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code, 

thereby satisfying section 1123(b) of the Bankruptcy Code. The failure to specifically address a 

provision of the Bankruptcy Code in this Order shall not diminish or impair the effectiveness of 

this Order. 

X. Impairment/Unimpairment of Classes of Claims and Equity Interests (11 

U.S.C. § 1123(b)(1)). As contemplated by section 1123(b)(1) of the Bankruptcy Code, Classes 

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2, 3, 4, 5 and 6 are impaired by the Plan, and Class 1 is unimpaired. Accordingly, the Plan 

satisfies section 1123(b)(1) of the Bankruptcy Code. 

Y. Assumption and Rejection of Executory Contracts (11 U.S.C. § 

1123(b)(2)). In accordance with section 1123(b)(2) of the Bankruptcy Code, Article 4.3 of the 

Plan provides that all executory contracts and unexpired leases listed on the First Amended 

Schedule of Assumed Executory Contracts and Unexpired Leases [ECF No. 423] shall be 

deemed assumed by the Reorganized Debtors as of the Confirmation Date. Article 4.1 of the 

Plan further provides that all other executory contracts and unexpired leases shall be deemed 

rejected as of the Confirmation Date. Article 4.3.1 of the Plan provides for the assumption, as of 

the Confirmation Date, of agreements that are executory and unexpired leases. Accordingly, the 

Plan satisfies the requirements of section 1123(b)(2) of the Bankruptcy Code. 

Z. Debtors’ Release, Retention of Causes of Action (11 U.S.C. §1123(b)(3)). 

i. Releases by the Debtors and their Estates. In accordance with 

section 1123(b)(3)(A) of the Bankruptcy Code, Article 9.8.1 of the Plan contains a release of 

claims of the Debtors and the Reorganized Debtors, their Estates, and each of their current and 

former Affiliates and Representatives against certain parties (collectively, the “Released 

Parties”)3

 relating to the Debtors, existing as of the Effective Date or thereafter arising from 

occurrences prior to the Effective Date (the “Debtors’ Release”). Claims held by the debtor 

against third parties are property of the estate and may be released in exchange for settlement. 

3

 As defined in the Plan, “Released Parties” means, collectively, “(i) the Debtors, (ii) the Debtors’ 

Professionals, (iii) the Creditors’ Committee and its members (solely in their capacity as members of the Creditors’ 

Committee), (iv) the Creditors’ Committee’s Professionals, (v) the Plan Proponents, (vi) SHL, (vii) BBX Capital, 

Inc., and (vi) the current and former Representatives of each of the foregoing described in clauses ‘(i)’ through ‘(v)’ 

hereof.” See Plan, Art. I (II)(jjjj). 

Also, “Representatives” means “with regard to an Entity (including the Debtors), any current or former 

officers, directors, employees, attorneys, Professionals, accountants, investment bankers, financial advisors, 

consultants, agents and other representatives (including their respective officers, directors, employees, independent 

contractors, members and professionals). See Plan, Art. I.A.67. 

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See, e.g., In re Johns-Manville (Manville I), 837 F.2d 89, 91-92 (2d Cir. 1988); see also 11 

U.S.C. 541(a)(1). When reviewing releases in a debtor’s plan, courts consider whether such 

releases are in the best interest of the estate. See, e.g., Winn-Dixie Stores, 356 B.R. at 260; In re 

Celotex Corp., 204 B.R. 586, 610 (Bankr. M.D. Fla. 1996). 

As set forth in Article 9.8.1 of the Plan, the Debtors’ Release provides that “each of the 

Debtors and their current and former Affiliates and Representatives and the Estates shall be 

deemed to have provided a full, complete, unconditional and irrevocable release to the Released 

Parties...from any and all Causes of Action and any other debts, obligations, rights, suits, 

damages, actions, remedies and liabilities whatsoever ... as of the Effective Date or arising 

thereafter ...” Pursuant to section 1123(b)(3), the Debtors may include a settlement of any claims 

they own as a discretionary provision in their Plan. Here, the Debtors’ Release is “an integral 

part of a comprehensive Plan that provides substantial value to the estates.” In re Charter 

Commc’ns, 419 B.R. 221, 257 (Bankr. S.D.N.Y. 2009). The Released Parties sought the 

inclusion of the Debtors’ Release in the Plan. The Debtors do not believe that they are foregoing 

any valuable claims or causes of action against the Released Parties. 

Significantly, the Debtors’ Release is subject to significant carve-outs. The Debtors’ 

Release does not apply to any claims against any Released Party resulting from acts or omissions 

determined by a court to have constituted willful misconduct or gross negligence. Therefore, the 

Debtors’ Release is limited in scope and granting the Debtors’ Release represents a valid 

exercise of the Debtors’ business judgment and is in the best interest of the estates. 

ii. Retention of Causes of Action. Section 1123(b)(3)(B) provides that 

a plan may “provide for the retention and enforcement by the debtor . . . or by a representative of 

the estate appointed for such purpose, of any . . . claim or interest [belonging to the debtor or the 

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estate].” Article 12.29 of the Plan appropriately provides for the preservation by the Debtors 

and/or Reorganized Debtors of Causes of Action in accordance with section 1123(b)(3)(B) of the 

Bankruptcy Code. Article 5.9 of the Plan provides for the waiver of Avoidance Actions against 

holders of Class 4 claims (General Unsecured Claims). The provisions regarding Causes of 

Action and Waived Avoidance Actions in the Plan are appropriate and are in the best interests of 

Debtors, their estates, Creditors, and other parties in interest. Therefore, the Plan complies with 

section 1123(b)(3)(B). 

AA. Sale of All or Substantially All Assets (11 U.S.C. § 1123(b)(4)). Section 

1123(b)(4) applies to cases where the debtor’s plan provides for the sale of all or substantially all 

of the debtor’s assets. The Plan does not provide for such sale, and, therefore, this provision is 

inapplicable to the Plan. 

BB. Modification of Creditor Rights (11 U.S.C. § 1123(b)(5)). Section 

1123(b)(5) provides that a Plan may “modify the rights of holders of secured claims, other than a 

claim secured only by a security interest in real property that is the debtor’s principal residence, 

or of holders of unsecured claims, or leave unaffected the rights of holders of any class of 

claims.” 11 U.S.C. 1123(b)(5). As set forth in Article III of the Plan, the Plan modifies the 

rights of holders of Claims and Equity Interests in Classes 2, 3, 4, 5 and 6. The Plan leaves 

unaffected the rights of holders of Claims in Classes 1. Accordingly, the Plan is consistent with 

section 1123(b)(5) of the Bankruptcy Code. 

CC. Bankruptcy Rule 3016(a). The Plan is dated and identifies the entities 

submitting it, thereby satisfying Bankruptcy Rule 3016(a). 

DD. Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(2)). The 

Debtors have complied with the applicable provisions of the Bankruptcy Code, thereby 

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satisfying Bankruptcy Code § 1129(a)(2). The Debtors have complied with all provisions of the 

Bankruptcy Rules, the Local Bankruptcy Rules and the Disclosure Statement Order in 

transmitting the Plan, the Disclosure Statement, the Ballots and related documents and notices, 

and in soliciting and tabulating votes on the Plan. 

EE. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). The Debtors have 

proposed the Plan (including all documents necessary to effectuate the Plan) in good faith and 

not by any means forbidden by law, thereby complying with section 1129(a)(3) of the 

Bankruptcy Code. The Debtors’ good faith is evident from the record of these Chapter 11 Cases, 

including the record of the hearing to conditionally approve the Disclosure Statement, the entry 

by this Court of the Disclosure Statement Order, the record of the Confirmation Hearing, and 

other proceedings held in these Chapter 11 Cases. The Plan is based upon extensive, arms-length 

and good faith negotiations between and among the Debtors, the Creditors’ Committee, and 

other Creditors and parties-in-interest, and represent the culmination of months of intensive 

negotiations and discussions among all parties in interest. Moreover, the Plan was proposed with 

the legitimate purpose of maximizing the value of the Debtors’ estates and effectuating a 

successful reorganization of the Debtors. The Plan accomplishes equitable distribution of the 

Debtors’ assets by providing the means through which the Debtors may effectuate distributions 

to the Creditors. The impaired classes of Claims entitled to vote to accept or reject the Plan 

(Class 2, 3 and 4) have voted overwhelmingly to accept the Plan and practically all of the 

Debtors’ significant creditors support the Plan. Further, the indemnification, exculpation, release, 

and injunction provisions of the Plan have been negotiated in good faith and at arms-length with, 

among other persons, representatives of the Debtors, parties in interest, and their respective 

advisors, are consistent with §§ 105, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142 of the 

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Bankruptcy Code, and are each necessary to the Debtors’ successful reorganization in chapter 

11. Accordingly, the Plan and the related documents have been filed in good faith and the 

Debtors have satisfied their obligations under § 1129(a)(3) of the Bankruptcy Code. 

FF. Payment for Services or Cost and Expenses (11 U.S.C. § 1129(a)(4)). 

Pursuant to § 331 of the Bankruptcy Code, all payments made or to be made by the Debtors for 

services or for costs and expenses in connection with these Chapter 11 Cases, or in connection 

with the Plan and incident to the Chapter 11 Cases, have been approved by, or are subject to the 

approval of, the Court as reasonable, thereby satisfying § 1129(a)(4) of the Bankruptcy Code. 

GG. Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). The Debtors 

have complied with § 1129(a)(5) of the Bankruptcy Code. As of the Effective Date, the directors, 

officers, partners, members and managers, as the case may be, of each of the Debtors 

immediately prior to the Effective Date shall be deemed to be the directors, officers, partners, 

members and managers, as the case may be, of each of the Reorganized Debtors without any 

further action by any party. As such, the Plan satisfies § 1129(a)(5) of the Bankruptcy Code. 

HH. No Rate Changes (11 U.S.C. § 1129(a)(6)). No governmental regulatory 

commission has jurisdiction, after confirmation of the Plan, over the rates of the Debtors. Thus, § 

1129(a)(6) of the Bankruptcy Code is not applicable in these Chapter 11 Cases. 

II. Best Interests of Creditors (11 U.S.C. § 1129(a)(7)). The Plan satisfies 

Bankruptcy Code § 1129(a)(7). The Disclosure Statement the Confirmation Affidavit, and 

evidence adduced at the Confirmation Hearing: (i) are persuasive, credible and accurate as of the 

dates they were prepared, presented or proffered: (ii) either have not been controverted by other 

persuasive evidence or have not been challenged; (iii) are based upon reasonable and sound 

assumptions; and (iv) establish that each holder of a Claim in an Impaired Class will receive or 

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retain under the Plan, on account of such Claim, property of a value, as of the Effective Date, 

that is not less than the amount that it would receive if the Debtor was liquidated under Chapter 7 

of the Bankruptcy Code on such date. 

JJ. Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). Class 1 (Other 

Priority Claims) is unimpaired under the Plan and is, therefore, conclusively deemed to have 

accepted the Plan pursuant to § 1126(f) of the Bankruptcy Code. Class 2 (Secured Claim of SHL 

Holdings, Inc.), Class 3 (Secured Construction/Mechanics Lien Claims), and Class 4 (General 

Unsecured Claims), the impaired Classes of Claims eligible to vote, have affirmatively voted 

almost universally to accept the Plan. As such, § 1129(a)(8) is satisfied with respect to these 

Classes of Claims. Class 5 (Subordinated Claims) and Class 6 (Equity Interests) are deemed to 

reject the Plan pursuant to § 1126(g) of the Bankruptcy Code, because the holders of 

Subordinated Claims in Class 5 and Equity Interests in Class 6 will not receive or retain any 

Distributions under the Plan; provided, however, that on the Effective Date the Equity Interests 

shall revest in the current holders of the Equity Interests in their current proportionate shares. 

KK. Treatment of Administrative Expense Claims and Priority Tax Claims (11 

U.S.C. § 1129(a)(9)). The treatment of Administrative Claims and Priority Tax Claims pursuant 

to Article II of the Plan satisfies the requirements of § 1129(a)(9)(A), (B), (C) and (D) of the 

Bankruptcy Code. 

LL. Acceptance by Impaired Classes (11 U.S.C. § 1129(a)(10)). Class 3 

(Secured Construction/Mechanics Lien Claims), and Class 4 (General Unsecured Claims), voted 

to accept the Plan by the requisite majorities, determined without including any acceptance of the 

Plan by any insider, thereby satisfying the requirements of § 1129(a)(10) of the Bankruptcy 

Code. Specifically, as set forth in the Ballot Report, approximately 100% (in dollar amount of 

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claims) and 100% (in number of ballots) of the Creditors casting Class 3 Ballots in Class 3 voted 

to accept the Plan, and approximately 99.10% (in dollar amount of claims) and 98.92% (in 

number of ballots) of the Creditors casting Class 4 Ballots in Class 4 voted to accept the Plan. 

Therefore, the requirements of section 1129(a)(10) of the Bankruptcy Code have been satisfied. 

MM. Feasibility (11 U.S.C. § 1129 (a)(11)). The information in the Disclosure 

Statement and the evidence proffered or adduced at the Confirmation Hearing and in the 

Confirmation Affidavit: (i) is persuasive and credible; (ii) has not been controverted by other 

evidence; and (iii) establishes that the Plan is feasible, there is a reasonable likelihood that the 

Debtors or Reorganized Debtors, as the case may be, will meet their financial obligations under 

the Plan in the ordinary course of business, confirmation of the Plan is not likely to be followed 

by any liquidation or need for further financial reorganization of the Reorganized Debtors, 

thereby satisfying the requirements of § 1129(a)(11) of the Bankruptcy Code. 

NN. Payment of Fees (11 U.S.C. § 1129(a)(12)). As required pursuant to 

Article 2.5 of the Plan, all fees payable under § 1930 of title 28 of the United States Code have 

been or will be paid within ten (10) days of the Effective Date for pre-confirmation periods, and 

shall further pay the U.S. Trustee the appropriate sum required for post-confirmation periods 

within the time period set forth in 28 U.S.C. § 1930(a)(6), thereby satisfying the requirements of 

§ 1129(a)(12) of the Bankruptcy Code. The statutory fees paid by each Debtor to the U.S. 

Trustee and any fees paid by any Debtor to the Clerk of the Bankruptcy Court from the Petition 

Date through the Effective Date shall not be affected by the procedural substantive consolidation 

under the Plan. The procedural consolidation provided by the Plan is approved and (i) shall not 

be retroactive to the Petition Date for the purpose of payment of statutory fees to the U.S. 

Trustee, and (ii) shall not affect the obligation of the separate Debtors to continue to file their 

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respective operating and Quarterly Reports and pay U.S. Trustees fees until the earlier of the 

closing of the Debtors’ cases by the issuance of a final decree by the Court, or upon the entry of 

an Order by the Court dismissing the Debtors’ chapter 11 cases or converting the Debtors’ 

chapter 11 cases to another chapter under the United States Bankruptcy Code. The Debtors’ 

monthly operating report for June 2021 will cover the period inclusive of May 1-31, 2021. The 

Reorganized Debtors shall further pay the U.S. Trustee the appropriate sums required pursuant to 

28 U.S.C. § 1930(a)(6) based upon all disbursements of the Reorganized Debtors for postConfirmation periods within the time period set forth in 28 U.S.C. § 1930(a)(6), until the closing 

of the Chapter 11 Cases by the issuance of a final decree by the Bankruptcy Court. The 

Reorganized Debtors shall provide to the U.S. Trustee upon the payment of each postConfirmation payment an appropriate affidavit indicating all the Cash disbursements for the 

relevant period. In addition, the affidavit provided by the Reorganized Debtors to the U.S. 

Trustee shall be filed on the docket with the Bankruptcy Court and shall set forth each 

Distribution made under the Plan (indicating the Class (if applicable), identity, applicable claim 

number and the amount of the distribution). 

OO. Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)). The Debtors 

have no obligations with respect to retiree benefits. Accordingly, § 1129(a)(13) of the 

Bankruptcy Code is inapplicable in these Chapter 11 Cases. 

PP. No Domestic Support Obligations (11 U.S.C. § 1129(a)(14)). The Debtors 

are not required by a judicial or administrative order, or by statute, to pay a domestic support 

obligation. Accordingly, § 1129(a)(14) of the Bankruptcy Code is inapplicable in these Chapter 

11 Cases. 

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QQ. Debtors Are Not Individuals (11 U.S.C. § 1129(a)(15)). The Debtors are 

not individuals, and accordingly, § 1129(a)(15) of the Bankruptcy Code is inapplicable in these 

Chapter 11 Cases. 

RR. No Applicable Nonbankruptcy Law Regarding Transfers (11 U.S.C. 

§ 1129(a)(16)). The Debtors are moneyed, business, or commercial corporations, and/or 

partnerships, as the case may be, and, accordingly, § 1129(a)(16) of the Bankruptcy Code is 

inapplicable in these Chapter 11 Cases. 

SS. No Unfair Discrimination; Fair and Equitable (11 U.S.C. § 1129(b)). The 

Debtors have satisfied the requirements of § 1129(b)(1) of the Bankruptcy Code (§ 1129(b)(2) is 

inapplicable) with respect to Class 5 (Subordinated Claims) and Class 6 (Equity Interests) 

(“Rejecting Classes”). The Claims and Equity Interests in Classes 5 and 6 are those of the 

insiders of the Debtors. As the classes of impaired creditors entitled to vote on the Plan have 

approved the Plan, the requirements of § 1129(b)(2) of the Bankruptcy Code are inapplicable, 

and the Plan may be confirmed notwithstanding the deemed rejection by the Rejecting Classes. 

TT. Only One Plan (11 U.S.C. § 1129(c)). The Plan is the only plan filed in 

these cases, and accordingly, § 1129(c) of the Bankruptcy Code is inapplicable in these Chapter 

11 Cases. 

UU. Principal Purpose of the Plan (11 U.S.C. § 1129(d)). The principal 

purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 

of the Securities Act of 1933, and there has been no objection filed by any governmental unit 

asserting such avoidance. Accordingly, the Plan complies with Bankruptcy Code § 1129(d). 

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VV. Small Business Case (11 U.S.C. § 1129(e)). None of the Chapter 11 

Cases are “small business case[s],” as that term is defined in the Bankruptcy Code, and, 

accordingly, § 1129(e) of the Bankruptcy Code is inapplicable. 

ADDITIONAL FINDINGS 

WW. Good-Faith Solicitation (11 U.S.C. § 1125(e)). Based on the record before 

the Court in these Chapter 11 Cases and the Ballot Report, the Debtors have solicited 

acceptances of the Plan in good faith and in compliance with the applicable provisions of the 

Bankruptcy Code, including without limitation, § 1125(a) and (e) of the Bankruptcy Code, and 

any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in 

connection with such solicitation. 

XX. Satisfaction of Confirmation Requirements. Based upon the foregoing, 

the Plan satisfies the requirements for confirmation set forth in § 1129 of the Bankruptcy Code. 

YY. Implementation. All documents necessary to implement the Plan,

including, without limitation, those contained in the Plan Supplement, all other relevant and 

necessary documents have been negotiated in good faith and at arms-length and shall, upon 

completion of documentation and execution, be valid, binding, and enforceable agreements and 

not be in conflict with any federal or state law. 

ZZ. Good Faith of the Debtors. The Debtors and the Creditors’ Committee, 

and all of their respective current directors, managers, officers, members, equity holders, 

employees, agents, financial advisors, partners, attorneys, other professional advisors and 

representatives (i) have acted in good faith in negotiating, formulating, and proposing the Plan 

and agreements, compromises, settlements, transactions and transfers contemplated thereby, and 

(ii) will be acting in good faith in proceeding to (a) consummate the Plan and the agreements, 

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compromises, settlements, transactions, and transfers contemplated thereby and (b) take the 

actions authorized and directed or contemplated by this Order. 

AAA. Executory Contracts and Unexpired Leases. The Debtors have exercised 

reasonable business judgment in determining whether to assume or reject each of their executory 

contracts and unexpired leases as set forth in the Plan. 

BBB. Transfers by Debtors. All transfers of property and assets of the Debtors’ 

estates shall be free and clear of all Claims, Liens, encumbrances, charges, and other interests, 

except as otherwise provided in the Plan, the Plan Supplement, or this Order. 

CCC. Vesting of Assets. Except as provided in the Plan, pursuant to § 1141(b) 

and (c) of the Bankruptcy Code, all property of the Debtors shall vest in the Reorganized Debtors 

free and clear of all Claims, Liens, liabilities, encumbrances, charges and other interests, 

including, without limitation, any and all claims, liens, encumbrances and any and all right, title, 

and interests related thereto of governmental entities relating to any tax liabilities or similar 

liabilities. Such vesting does not constitute a voidable transfer under the Bankruptcy Code or 

applicable non-bankruptcy law. 

DDD. Injunction, Exculpation, and Releases. The Court has jurisdiction under § 

1334(a) and (b) of title 28 of the United States Code to approve the injunction, exculpation, and 

releases set forth in Article XI of the Plan, because, inter alia, these provisions are an integral 

part of the Debtors’ reorganization plan. Moreover, the approval of the injunctions, exculpations, 

and releases set forth in Article XI of the Plan are core matters under § 157 of title 28 of the 

United States Code because, inter alia, these provisions arise in the context of confirmation of 

the Plan and are integral parts of the Plan. Section 105(a) of the Bankruptcy Code permits 

issuance of the injunction and approval of the releases set forth in Article XI of the Plan if, as has 

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been established here based upon the record in the Chapter 11 Cases, the Disclosure Statement, 

the Confirmation Affidavit and the evidence presented at the Confirmation Hearing, such 

provisions (i) were integral to the agreement among the various parties in interest and are 

important and necessary to the formulation and implementation of the Plan, as provided in § 

1123 of the Bankruptcy Code, (ii) confer substantial benefits on the Debtors’ estates and 

creditors, (iii) are fair and reasonable and/or are justified based upon the unusual circumstances 

of these Chapter 11 Cases, and (iv) are in the best interests of the Debtors, their estates, and 

parties in interest. Further, the release and exculpation provisions in the Plan are subject to 

certain carve-outs that do not relieve any party of, among other things, liability for an act or 

omission to the extent such act or omission is determined by a final order by a court of 

competent jurisdiction to have constituted willful misconduct or gross negligence, and do not 

release any Causes of Action retained by the Debtors. Based upon the record of these Chapter 11 

Cases and the evidence proffered or adduced in support of confirmation of the Plan, this Court 

finds that the injunction, exculpation, and releases set forth in Article XI of the Plan are 

consistent with the Bankruptcy Code and applicable law. Pursuant to § 1123(b)(3) of the 

Bankruptcy Code and Bankruptcy Rule 9019(a), the releases, exculpations, and injunctions set 

forth in Article XI of the Plan and implemented by this Order are fair, equitable, reasonable, and 

in the best interests of the Debtors and their estates, creditors and equity holders. The failure to 

include such provisions would seriously impair the Debtors’ ability to confirm a consensual Plan 

in these Chapter 11 Cases. Accordingly, this Court finds that the releases, exculpations, and 

injunctions set forth in Article XI of the Plan are consistent with the Bankruptcy Code and 

applicable law. 

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EEE. Preservation of Causes of Action. It is in the best interests of the Debtors 

and their creditors and holders of Equity Interests that the Debtors preserve the Causes of Action 

as set forth in Article 12.20 of the Plan and to waive Avoidance Actions as provided for in 

Article 5.9 of the Plan. 

FFF. Conditions to Effectiveness. Each of the conditions to the Effective Date, 

as set forth in Article 8.1 of the Plan have been satisfied, waived, or will be satisfied by entry of 

this Order, provided however, that the occurrence of the Effective Date is subject to satisfaction 

or waiver, as applicable, of the conditions to the Effective Date set forth in the Plan. 

GGG. Reorganized Debtors Not Successors to the Debtors. Except with respect 

to the payment of the Claims expressly provided for in Article II (including, but not limited to, 

Professional Compensation and Reimbursement Claims) and Article III of the Plan and the 

Debtors’ assumed Executory Contracts and Unexpired Leases, the Reorganized Debtors shall not 

be the successors to the Debtors and their Estates. Except with respect to the rights of the 

Reorganized Debtors expressly provided for in the Plan (including, but not limited to, the 

investigation and pursuit of the Causes of Action) and this Order and the Debtors’ assumed 

Executory Contracts and Unexpired Leases, (i) the Reorganized Debtors shall not assume, incur 

or be responsible for any claims or liabilities of the Debtors or any of their affiliates, and (ii) the 

Reorganized Debtors shall not be successors or successors in interest of the Debtors nor incur 

any successor or transferee liability of any kind, nature or character, including, without 

limitation, in relation to (a) any and all liabilities arising or resulting from or relating to the 

transactions contemplated by the Plan, (b) any and all Claims, Liens, liabilities, encumbrances, 

charges and other interests arising from or relating to any conduct, liabilities, or obligations of 

the Debtors, and (c) any and all Claims, Liens, liabilities, encumbrances, charges and other 

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interests and any and all right, title, and interests related thereto, of governmental entities relating 

to any tax or similar liabilities. 

HHH. Exit Facility. The Exit Facility and the Exit Facility Documents are 

essential elements of the Plan, are necessary for confirmation and consummation of the Plan, and 

are critical to the overall success and feasibility of the Plan. The execution, performance, 

incurrence of all fees to be paid by the Debtors or the Reorganized Debtors, and the creation and 

perfections of the liens in connection therewith are necessary and appropriate for confirmation of 

the Plan and the operation of the Reorganized Debtors. The Exit facility and the Exit Facility 

Documents were negotiated and shall be deemed to have been negotiated at arm’s-length and in 

good faith, without the intent to hinder, delay or defraud any creditors of the Debtors, and the 

value provided to the Debtors by the Exit Facility and the Exit Facility Documents is at least 

reasonably equivalent value to the value the Debtors are providing to SHL under and in 

connection with the Exit Facility. The Debtors have exercised reasonable business judgment 

consistent with their fiduciary duties in determining to enter into the Exit Facility and the Exit 

Facility Documents and have provided sufficient and adequate notice of the material terms of the 

Exit Facility to all parties in interest in these Chapter 11 Cases. The execution, delivery, or 

performance by the Debtors or the Reorganized Debtors, as applicable, of any of the Exit Facility 

Documents and compliance by the Debtors or Reorganized Debtors, as applicable, with the terms 

thereof is authorized by, and will not conflict with, the terms of the Plan and this Confirmation 

Order. The financial accommodations to be extended pursuant to the Exit Facility and the Exit 

Facility Documents are reasonable and are being extended, and shall be deemed to have been 

extended, in good faith and for legitimate business purposes, shall not be subject to 

recharacterization for any purpose whatsoever, and shall not constitute preferential transfers, 

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fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable 

non-bankruptcy law. 

CONCLUSIONS OF LAW 

 Accordingly, it is ORDERED as follows: 

1. Confirmation. All requirements for confirmation of the Plan have been 

satisfied. Accordingly, the Plan in its entirety is CONFIRMED pursuant to § 1129 of the 

Bankruptcy Code. The terms of the Plan are incorporated by reference into, and are an integral 

part of, this Order. 

2. Approval of the Exit Facility. For the reasons set forth in the 

Confirmation Affidavit and the record at the Confirmation Hearing, the Exit Facility in the 

aggregate principal amount of up to $13 million as a first lien facility described in Article 5.4 of 

the Plan and as contained in the Plan Supplement is approved. On the Effective Date, the 

Reorganized Debtors shall enter into the Exit Facility, the terms of which will be set forth in the 

exit Facility Documents. Confirmation of the Plan shall be deemed approval of the Exit Facility 

and the Exit Facility Documents, as applicable, and all transactions contemplated thereby, and all 

actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized 

Debtors in connection therewith, including the payment of all fees, indemnities, expenses, and 

other payments provided for therein and authorization of the Reorganized Debtors to enter into 

and execute the Exit Facility Documents and such other documents as may be required to 

effectuate the treatment afforded by the Exit Facility. On the Effective Date, all of the liens and 

security interests to be granted in accordance with the Exit Facility Documents (i) shall be 

deemed to be granted, (ii) shall be legal, binding, and enforceable liens on, and security interests 

in, the collateral granted thereunder in accordance with the terms of the Exit Facility Documents, 

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(iii) shall be deemed automatically perfected on the Effective Date, subject only to such liens and 

security interests as may be permitted under the Exit Facility Documents, and (iv) shall not be 

subject to recharacterization or equitable subordination for any purposes whatsoever and shall 

not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code or any 

applicable non-bankruptcy law. The Reorganized Debtors and the persons and entities granting 

such liens and security interests shall be authorized to make all filing and recordings, and to 

obtain governmental approval and consents necessary to establish and perfect such liens and 

security interests under the provisions of the applicable state, federal, or other law that would be 

applicable in the absence of the Plan and Confirmation Order (it being understood that perfection 

shall occur automatically by virtue of this Confirmation Order and any such filings, recordings, 

approval, and consents shall not be required), and will thereafter cooperate to make all other 

filings and recordings that otherwise would be necessary under applicable law to give notice of 

such liens and security interests to third parties. 

3. Indemnification of SHL and the Creditors’ Committee. For the reasons set 

forth in the Confirmation Affidavit and the record at the Confirmation Hearing, the 

Indemnification of SHL and the Creditors’ Committee described in Article 5.5 is approved. 

4. Objections. All parties have had a full and fair opportunity to litigate all 

issues raised by the informal objections, or which might have been raised, and the informal 

objections have been fully and fairly litigated. The Objection and Reservation of Rights of 

Washington Prime Group Inc. to the Plan of Reorganization for IT’SUGAR FL I LLC, 

IT’SUGAR LLC, IT’SUGAR ATLANTIC CITY LLC AND IT’SUGAR FLGC LLC [ECF No. 428] 

(the “WPG Objection”) filed on June 3, 2021 has been resolved pursuant to the language set 

forth in Paragraph 43 of this Order and by the Debtors’ payment of their post-petition rent 

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obligations. Except for the WPG Objection, all objections (informal or otherwise), responses, 

statements, and comments in opposition to the Plan, other than those withdrawn with prejudice in 

their entirety prior to the Confirmation Hearing or otherwise resolved on the record of the 

Confirmation Hearing and/or herein, are overruled for the reasons stated on the record. 

5. Findings of Fact and Conclusions of Law. The findings of fact and the 

conclusions of law stated in this Confirmation Order shall constitute findings of fact and 

conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to the proceeding by 

Bankruptcy Rule 9014. To the extent any finding of fact shall be determined to be a conclusion 

of law, it shall be so deemed, and to the extent any conclusion of law shall be determined to be a 

finding of fact, it shall be so deemed. 

6. Plan Documents. The Plan, Plan Supplement (including, but not limited 

to, the First Amended Schedule of Assumed Executory Contracts and Unexpired Leases) and any 

amendments, modifications, and supplements thereto, and any other documents and agreements 

provided by the Debtors in support of confirmation of the Plan (including all exhibits and 

attachments thereto and documents referred to therein) (collectively, the “Plan Documents”), 

and the execution, delivery, and performance thereof by the Debtors, are authorized and 

approved when they are finalized, executed and delivered, and are integral to, part of and are 

incorporated by reference into the Plan. Without further order or authorization of this Court, the 

Reorganized Debtors are authorized and empowered to make all modifications to all Plan 

Documents that are consistent with the Plan. Execution versions of the documents comprising 

the Plan Documents shall constitute legal, valid, binding, and authorized obligations of the 

respective parties thereto, enforceable in accordance with their terms and, to the extent 

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applicable, shall create, as of the Effective Date, all liens and security interests purported to be 

created thereby. 

7. Solicitation and Notice. Notice of the Confirmation Hearing complied 

with the terms of the Disclosure Statement Order, was appropriate and satisfactory based on the 

circumstances of these Chapter 11 Cases, and was in compliance with the provisions of the 

Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules. The solicitation of 

votes on the Plan and the Solicitation Materials complied with the solicitation procedures in the 

Disclosure Statement Order, was appropriate and satisfactory based upon the circumstances of 

these Chapter 11 Cases, and was in compliance with the provisions of the Bankruptcy Code, the 

Bankruptcy Rules, and the Local Bankruptcy Rules. Notice of the Plan, and all related 

documents, was appropriate and satisfactory based upon the circumstances of these Chapter 11 

Cases, and was in compliance with the provisions of the Bankruptcy Code, the Bankruptcy 

Rules, and the Local Bankruptcy Rules. 

8. Omission of Reference to Particular Plan Provisions. The failure to 

specifically describe or include any particular provision of the Plan in this Order shall not 

diminish or impair the effectiveness of such provision, it being the intent of this Court that the 

Plan be approved and confirmed in its entirety. 

9. Plan Classification Controlling. The classifications of Claims and Equity 

Interests for purposes of the distributions to be made under the Plan shall be governed solely by 

the terms of the Plan. The classification set forth on the Ballots tendered or returned by the 

Debtors’ creditors in connection with voting on the Plan were set forth on the Ballots solely for 

purposes of voting to accept or reject the Plan. 

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10. Binding Effect. Except as otherwise provided in § 1141(d)(3) of the 

Bankruptcy Code, upon entry of this Confirmation Order and subject to the occurrence of the 

Effective Date, the provisions of the Plan shall bind (i) any holder of a Claim against or Equity 

Interest in the Debtors and their respective successors and assigns, whether or not such Claim or 

Equity Interest of such holder is impaired under the Plan and whether or not such holder has 

accepted the Plan, (ii) any and all non-debtor parties to assumed executory contracts and 

unexpired leases with the Debtors, (iii) those parties who provided informal objections to the 

Plan, (iv) every other party in interest in these Chapter 11 Cases, and (v) all parties receiving 

distributions under the Plan, and their respective heirs, executors, administrators, successors, or 

assigns. 

11. Continued Corporate Existence of the Reorganized Debtors. Pursuant to 

and in accordance with Article 12.3 of the Plan, on or as soon as practicable after the Effective 

Date, the Debtors and/or the Reorganized Debtors, as applicable, shall take such actions as may 

be or become necessary, without further action being required under applicable law, regulation, 

order or rule (including, without limitation, any action by the board of directors, stockholders, 

partners, members or managers of any Debtor or members of the Reorganized Debtors), and 

cause the Equity Interests to revest in the current holders of the Equity Interests in their current 

proportionate shares. In addition, as of the Effective Date or as soon as practicable thereafter and 

without the need for any further action by this Court or any other court or governmental unit, or 

by the board of directors, stockholders, partners, members or managers of any Reorganized 

Debtor, the Reorganized Debtors may, pursuant to and in accordance with the Plan, engage in 

any other transaction in furtherance of the Plan. 

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12. On the Effective Date (except to the extent otherwise provided in the 

Plan), each note, instrument, certificate or other document evidencing a Claim or Equity Interest 

shall be cancelled and the obligations of the Debtors discharged in accordance with § 1141(d)(1) 

of the Bankruptcy Code. 

13. Issuance of New Equity: On the Effective Date, free and clear of all 

Liens, Claims, interests and encumbrances and in accordance with Article 3.10.2 of the Plan, the 

Equity Interests shall revest in the current holders of the Equity Interests in their current 

proportionate shares and to the extent the Reorganized Debtors issue any equity in the 

Reorganized Debtors is authorized without the need for any further corporate action and without 

any action by the holders of Claims or Equity Interests. 

14. Substantive Consolidation for Voting and Distributional Purposes Only. 

Entry of this Order shall constitute the approval, pursuant to § 105(a) of the Bankruptcy Code, 

effective as of the Effective Date, of the substantive consolidation of the Debtors solely for the 

purpose of voting, confirmation and distribution as provided in Article 5.1 of the Plan. 

15. The Causes of Action. On the Effective Date, the Debtors shall be 

deemed to have automatically transferred to the Reorganized Debtors all of their right, title, and 

interest in and to all of the Causes of Action, and in accordance with § 1141 of the Bankruptcy 

Code, all such Causes of Action shall automatically vest in the Reorganized Debtors free and 

clear of all Claims, Liens, liabilities, encumbrances, charges and other interests subject only to 

the distributions to be made on Allowed Claims of the holders of Allowed Claims as set forth in 

the Plan. In connection with the vesting and transfer of the Causes of Action, including rights 

and causes of action, any attorney-client, work-product protection or other privilege or immunity 

attaching to any documents or communications (whether written or oral) transferred to the 

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Reorganized Debtors shall vest in the Reorganized Debtors. The Debtors are authorized to take 

all necessary actions to effectuate the transfer of such privileges, protections and immunities. 

Also on the Effective Date, the Debtors shall be deemed to have waived Avoidance Actions as 

set forth in Article 5.9 of the Plan. 

16. Distributions Under the Plan. All distributions under the Plan shall be 

made in accordance with Article II and Article III of the Plan, as applicable, and such methods of 

distribution as described in the Plan are approved. 

17. Disputed Claims. The provisions of Article 6 of the Plan, including, 

without limitation, the provisions governing procedures for resolving Disputed Claims, are found 

to be fair and reasonable and are approved. In connection with distributions on account of 

Allowed Claims, distributions on account of such Disputed Claims shall be made in accordance 

with Articles II, III, VI and VII and VIII of the Plan to the extent any such Disputed Claim 

becomes Allowed. 

18. Treatment is in Full Satisfaction. All distributions under the Plan shall be 

made in accordance with the Plan. Except as set forth herein and in the Pan, the treatment set 

forth in the Plan is in full satisfaction of the legal, contractual and equitable rights (including any 

liens) that each entity holding a Claim or Equity Interest may have in or against the Debtors, the 

Estates, or their respective property. This treatment supersedes and replaces any agreements or 

rights those entities may have in or against the Debtors, the Estates, or their respective property. 

19. Assumption or Rejection of Executory Contracts and Unexpired Leases 

(11 U.S.C. § 1123(b)(2)). Pursuant to Article IV of the Plan, and pursuant to §§ 365(a) and 

1123(b)(2) of the Bankruptcy Code as of the Confirmation Date, as of the Confirmation Date all 

executory contracts and unexpired leases that exist between the Debtors and any person or entity 

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(A) that (i) are not already subject to a prior order of this Court, or (ii) are not listed on the First 

Amended Schedule of Assumed Executory Contracts and Unexpired Leases, or (iii) have not 

been rejected by the Debtors with the approval of the Bankruptcy Court and that are not subject 

of pending motions to assume or reject on the Confirmation Date, (B) shall be deemed to have 

been rejected by the applicable Debtor as of the Confirmation Date. Each executory contract and 

unexpired lease that is either assumed or rejected under the Plan shall include any and all 

modifications, amendments, supplements, restatements or other agreements made directly or 

indirectly by any agreement, instrument or other document that in any manner affects such 

executory contract or unexpired lease. 

20. Approval of Assumption or Rejection of Executory Contracts and 

Unexpired Leases. Entry of this Order shall, upon the Confirmation Date, constitute the 

approval, pursuant to §§ 365(a) and 1123(b)(2) of the Bankruptcy Code, of the assumption, 

assignment, or rejection of the executory contracts and unexpired leases pursuant to Article IV of 

the Plan. The effect of confirmation of the Plan, the results thereof, and the transactions resulting 

therefrom or any other effect of these Chapter 11 Cases, including specifically any changes to the 

Debtors’ boards of directors and equity interests, shall not be and are not a “change of control” 

and shall not trigger any such or similar provision of any of the executory contracts and 

unexpired leases assumed pursuant to the Plan. 

21. Inclusiveness. Unless otherwise specified in the Plan Supplement, each 

executory contract and unexpired lease listed or to be listed in the First Amended Schedule of 

Assumed Executory Contracts and Unexpired Leases shall include any and all modifications, 

amendments, supplements, restatements or other agreements made directly or indirectly by any 

agreement, instrument or other document that in any manner affects such executory contract or 

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unexpired lease, without regard to whether such modification, amendment, supplement, 

restatement agreement, instrument or other document is listed on the Plan Supplement. 

22. Bar Date for Filing Proofs of Claim Relating to Executory Contacts and 

Unexpired Leases Rejected Pursuant to the Plan. Claims created by the rejection of executory 

contracts or unexpired leases (including, without limitation, the rejection provided in 

Article 4.1 of the Plan) or the expiration or termination of any executory contract or 

unexpired lease prior to the Confirmation Date must be filed with the Bankruptcy Court 

and served on the Debtors no later than thirty (30) days after entry of an Order rejecting 

such contract or lease if such Order is entered after the Effective Date. Any rejection claim 

for which a proof of claim is not filed and served within the time deadlines provided in the 

Plan and this Order will be forever barred from assertion and shall not be enforceable 

against the Debtors, their assets, properties, or interests in property, or the Reorganized 

Debtors, or their assets, properties, or interests in property. Unless otherwise ordered by the 

Bankruptcy Court, all such Claims that are timely filed as provided herein shall be treated as 

General Unsecured Claims in Class 4 under the Plan and shall be subject to the provisions of the 

Plan. 

23. Vesting of Assets. Pursuant to Article 12.24 of the Plan, upon the 

Effective Date, all property and assets of the Debtors shall vest in the Reorganized Debtor, free 

and clear of all Claims, Liens, encumbrances, charges, and other interests, except as provided in 

the Plan, including, without limitation, any and all Claims, Liens, liabilities, encumbrances, 

charges and other interests and any and all right, title and interests related thereto of 

governmental entities relating to any tax liabilities or similar liabilities. Such vesting does not 

constitute a voidable transfer under the Bankruptcy Code or applicable non-bankruptcy law. 

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From and after the Effective Date, the Reorganized Debtors may operate the Debtors’ business 

and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or 

the Bankruptcy Rules and in all respects as if there were no pending case under any chapter or 

provision of the Bankruptcy Code. 

24. Title to Assets. Except as otherwise provided in the Plan, on the Effective 

Date, title to all assets and interests in property dealt with by the Plan shall vest in the 

Reorganized Debtors, as provided in the Plan, free and clear of all Claims, Equity Interests, 

Encumbrances, and other interests, and this Order shall be a judicial determination of discharge 

of the liabilities of the Debtors arising prior to the Effective Date, except as may be otherwise 

provided in the Plan. 

25. Discharge of Claims and Termination of Equity Interests. Except as 

provided in the Plan, in consideration of the rights afforded in the Plan and the payments and 

distributions to be made under the Plan, all existing debts, Claims, and Equity Interests, of any 

kind, nature, or description whatsoever against or in the Debtors or any of their assets or 

properties, shall be and hereby are discharged and terminated to the fullest extent permitted by § 

1141 of the Bankruptcy Code. Except as provided in the Plan, upon the Effective Date, all 

existing Claims against the Debtors and Equity Interests in the Debtors shall be, and shall be 

deemed to be, and hereby are, discharged and terminated, and all holders of Claims and Equity 

Interests shall be precluded and enjoined from asserting against the Reorganized Debtors and 

their respective successors or assignees, or any of their respective assets or properties, any other 

or further Claim or Equity Interest based upon any act or omission, transaction, or other activity 

of any kind or nature that occurred prior to the Effective Date, whether or not such holder has 

filed a proof of Claim or proof of Equity Interest, and whether or not the facts or legal bases 

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therefore were known or existed prior to the Effective Date. Upon the Effective Date, all such 

persons shall be and hereby are forever precluded and enjoined, pursuant to § 524 of the 

Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or 

terminated Equity Interest in the Debtors. For the avoidance of doubt, on the Effective Date, 

100% of the equity in each Reorganized Debtor shall revest in the respective reorganized Debtor, 

and with respect to IT’SUGAR, the rights and claims of Holders of Equity Interests as set forth 

in the LLC Agreement, and any and all other organizational documents of the Debtors, shall be 

assumed, ratified and reinstated, including without limitation, It’Sugar Holdings, LLC’s 

Preferred Return and Unreturned Invested Capital (as those terms are defined in the LLC 

Agreement). 

26. Injunction. Except as set forth in this Confirmation Order, pursuant 

to Article 4.5 of the Plan, all Entities are permanently enjoined, from and after the 

Effective Date, from (a) commencing or continuing in any manner against the Debtors, the 

Reorganized Debtors, the Estates, the Creditors’ Committee and their successors and 

assigns, and their assets and properties, (b) the enforcement, attachment, levying, collection 

or recovery by any manner or means of any judgment, award, decree or order against the 

Debtors, the Reorganized Debtors, or the Released Parties or any of their respective 

property or assets or any interest therein, (c) creating, perfecting, or enforcing any Lien or 

encumbrance of any kind against the Debtors, the Reorganized Debtors, or the Released 

Parties or any of their respective property or assets or any interest therein, or (d) 

commencing or continuing in any manner any action or other proceeding of any kind in 

respect of any Claim or Equity Interest or Cause of Action released or settled under the 

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Plan. Such injunction extends to any successors of the Debtors, the Reorganized Debtors, 

and the Released Parties and their respective properties and interest in properties.

27. Injunction Against Interference With Plan. Pursuant to Article 9.5 of the 

Plan, upon the entry of this Order, all holders of Claims and Equity Interests and other 

parties in interest, along with their respective present or former employees, agents, officers, 

managers, directors, principals and Affiliates shall be enjoined from taking any actions to 

interfere with the implementation or consummation of the Plan. 

28. Terms of Injunction. Unless otherwise provided in this Order, all 

injunctions or stays arising under or entered during these Chapter 11 Cases under §§ 105 or 362 

of the Bankruptcy Code, or otherwise, that are in existence on the Confirmation Date, other than 

injunctions issued pursuant to the Plan shall remain in full force and effect until the later of the 

Effective Date and the date indicated in the order providing for such injunction or stay. 

29. Releases are Approved. The releases set forth in the Plan are reasonable 

and appropriate given the facts and circumstances of these Chapter 11 Cases and the substantial 

consideration provided by the Released Parties. The releases are an integral part of the Plan and 

are supported by the substantial consideration provided therein. In evaluating the reasonableness 

of the releases, the Court has considered the factors set forth in In re Seaside Engineering & 

Surveying, Inc., 780 F.3d 1070 (11th Cir. 2015) and In re Dow Corning Corp., 280 F.3d 648, 658 

(6th Cir. 2002). Seaside gives this Court the discretion to determine which of the Dow Corning 

factors is relevant in these Chapter 11 Cases. Seaside, 780 F.3rd at 1079. The Court has 

considered each of the Dow Corning factors. For the reasons set forth at the Confirmation 

Hearing, the Court concludes that the Plan satisfies a number of these factors, and the Court 

places particular emphasis on the following: 

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(a) the Debtors, the Debtors’ Professionals, and parties related to this set of 

Released Parties (i.e., current and former Representatives) confronted novel challenges 

and faced unique risks, as they worked to reorganize the Debtors on an expedited basis 

and to be in the position to propose the Plan for creditor approval and confirmation; 

(b) the Debtors, the Debtors’ Professionals, the Creditors’ Committee, the 

Creditors’ Committee’s Professionals, and parties related to this set of Released Parties. 

(i.e., current and former Representatives) undertook substantial efforts that, in addition to 

those actions described herein, also included (among other things) engaging in extensive 

negotiations for months to negotiate the Plan which will provide to the holders of 

Allowed Claims in Class 4 (General Unsecured Claims) a one-time lump sum distribution 

comprised of 15% of the respective Allowed General Unsecured Claim on the later of: (i) 

the Effective Date or as soon as practicable thereafter; (ii) the first Business Day after the 

date that is ten (10) Business Days after the date such Claim becomes an Allowed 

General Unsecured Claim; and (iii) the date or dates agreed to by the Debtors and the 

holder of the General Unsecured Claim; and 

(c) The Debtors’ and the Debtors’ Professional’s efforts with respect to the lease 

negotiations with substantially all of the Debtors landlords, as estimated by the Debtors, 

resulted in substantial cost benefits and restructuring of the Debtors’ lease obligations, 

which also resulted in far fewer lease rejections (and related general unsecured lease 

rejection damage claims), thereby providing for a higher percentage distribution to the 

holders of Allowed General Unsecured Claims in Class 4 of the Plan than otherwise 

would have occurred had the Debtors been required to reject a higher number of their 

store leases. 

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For the reasons discussed herein, the releases contained in the Plan are integral to the 

Debtors’ efficient reorganization, and all holders of Claims voting on the Plan, including those 

impacted by the releases, have voted almost universally to support the Plan. 

30. Releases by the Debtors and Their Estates. Pursuant to Article 9.8.1 of 

the Plan, as of the Effective Date, for the good and valuable consideration provided by 

each of the Released Parties, each of the Debtors, the Reorganized Debtors, their Estates, 

and each of their current and former Affiliates and Representatives shall be deemed to 

have provided a full, complete, unconditional and irrevocable release to the Released 

Parties (and each such Released Party so released shall be deemed released by the Debtors 

and their current and former Affiliates and Representatives, the Estates and the 

Creditors’ Committee and its members but solely in their capacity as members of the 

Creditors’ Committee and not in their individual capacities), from any and all Causes of 

Action and any other debts, obligations, rights, suits, damages, actions, remedies and 

liabilities whatsoever, whether accrued or unaccrued, whether known or unknown, 

foreseen or unforeseen, existing before the Effective Date, as of the Effective Date or 

arising thereafter, in law, at equity, whether for tort, contract, violations of statutes 

(including but not limited to the federal or state securities laws), or otherwise, based in 

whole or in part upon any act or omission, transaction, or other occurrence or 

circumstances existing or taking place prior to or on the Effective Date arising from or 

related in any way to the Debtors, the Debtors’ in- or out-of court restructuring efforts, 

any intercompany transactions, transactions pursuant and/or related to the Prepetition 

Line of Credit, the Prepetition Equipment Loan, the DIP Loan (and any payments or 

transfers in connection therewith), any preference or avoidance claims pursuant to §§ 544, 

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547, 548, or 549 of the Bankruptcy Code, the formulation, preparation, dissemination, 

negotiation, or consummation of the Exit Facility, the settlements contemplated by the 

Plan, or any contract, instrument, release, or other agreement or document (including 

providing any legal opinion requested by any Entity regarding any transaction, contract, 

instrument, document, or other agreement contemplated by the Plan or the reliance by 

any Released Party on the Plan or the Confirmation Order in lieu of such legal opinion) 

created or entered into in connection with the Disclosure Statement, the Plan, the Exit 

Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of 

Confirmation, the pursuit of Consummation, the administration and implementation of 

the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), 

or the distribution of property under the Plan, or any other related agreement, or upon 

any other act or omission, transaction, agreement, event, or other occurrence taking place 

on or before the Effective Date related or relating to the foregoing, including, without 

limitation, those that any of the Debtors would have been legally entitled to assert or that 

any holder of a Claim or Equity Interest or other Entity would have been legally entitled 

to assert for or on behalf of any of the Debtors or the Estates, including those in any way 

related to the Chapter 11 Cases or the Plan; provided, however, that the foregoing release 

shall not prohibit the Debtors, the Reorganized Debtors or the Estates from asserting any 

and all defenses and counterclaims in respect of any Disputed Claim asserted by any 

Released Parties; provided further that nothing contained in the foregoing provision or 

elsewhere in the Plan or Confirmation Order shall be construed as a release of any claims 

against any Released Party resulting from an act or omission determined by a final order 

of a court of competent jurisdiction to have constituted willful misconduct or gross 

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negligence, provided that each such Released Party shall be entitled to rely upon the 

advice of counsel concerning its duties pursuant to, or in connection with, its actions or 

inactions.

31. Releases by Holders of Claims. Pursuant to Article 9.8.2 of the Plan, as 

of the Effective Date, each Person, other than any of the Debtors, who votes to accept the 

Plan or accepts a Distribution under the Plan, or is deemed to accept the Plan, or abstains 

from voting on the Plan, shall be deemed to fully, completely, unconditionally, irrevocably, 

and forever release the Released Parties of and from any and all Claims and Causes of 

Action and any other debts, obligations, rights, suits, damages, actions, remedies and 

liabilities whatsoever, whether accrued or unaccrued, whether known or unknown, 

foreseen or unforeseen, existing before the Effective Date, as of the Effective Date or arising 

thereafter, in law, at equity, whether for tort, contract, violations of statutes (including but 

not limited to the federal or state securities laws), or otherwise, based in whole or in part 

upon any act or omission, transaction, or other occurrence or circumstances existing or 

taking place prior to or on the Effective Date arising from or related in any way to the 

Debtors (including the day-to-day management of the Debtors, any decisions made or not 

made by the Debtors’ board members, and/or the ownership or operation of the Debtors), 

Reorganized IT’SUGAR (including the formation thereof), the Debtors’ in- or out-of-court 

restructuring efforts, any intercompany transactions, transactions pursuant and/or related 

to the Prepetition Line of Credit, the Prepetition Equipment Loan, the DIP Loan (and any 

payments or transfers in connection therewith), the formulation, preparation, 

dissemination, negotiation, or consummation of the Exit Facility, the settlements 

contemplated by the Plan, or any contract, instrument, release, or other agreement or 

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document (including providing any legal opinion requested by any Entity regarding any 

transaction, contract, instrument, document, or other agreement contemplated by the Plan 

or the reliance by any Released Party on the Plan or the Confirmation Order in lieu of such 

legal opinion) created or entered into in connection with the Disclosure Statement, the 

Plan, the Exit Facility, the Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit 

of Confirmation, the administration and implementation of the Plan, including the issuance 

or distribution of Securities pursuant to the Plan (if any), or the distribution of property 

under the Plan, or any other related agreement, or upon any other act or omission, 

transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date related or relating to the foregoing, whether direct, derivative, accrued or unaccrued, 

liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or 

undisputed, known or unknown, foreseen or unforeseen, in law, equity or otherwise; 

provided that nothing contained in the foregoing provision or elsewhere in the Plan or 

Confirmation Order shall be construed as a release of any claims against any Released 

Party resulting from an act or omission determined by a final order of a court of competent 

jurisdiction to have constituted willful misconduct or gross negligence, provided that each 

such Released Party shall be entitled to rely upon the advice of counsel concerning its 

duties pursuant to, or in connection with, its actions or inactions; provided, however that 

such releases shall not affect any rights of any non-Debtor Person or Entity with respect to 

any written personal or cross-corporate guarantees of the Debtors’ obligations executed by 

such non-Debtor Person or Entity to and in favor of any Party or Entity in connection with 

the Debtors’ prepetition operations. Notwithstanding the foregoing, for those who do not 

vote in favor of the Plan or are deemed not to vote in favor of the Plan, the Debtors’ 

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Professionals and Creditors’ Committee Professionals shall not be deemed “Released 

Parties” or “Representatives” for purposes of this Section 9.8.2.

32. Exculpation. As provided for in Article 11.2 of the Plan, The Debtors, 

SHL, BBX Capital, Inc., the Creditors’ Committee, and their respective officers, directors, 

members, managers, and managing members (acting in such capacity) shall neither have 

nor incur any liability whatsoever to any Person or Entity for any act taken or omitted to 

be taken in good faith in connection with or related to the formulation, preparation, 

dissemination, or confirmation of the Plan, the Disclosure Statement, any Plan Document, 

or any contract, instrument, release, or other agreement or document created or entered 

into, or any other act taken or omitted to be taken, in connection with the plan or the 

Bankruptcy Case; provided, however, that this exculpation from liability provision shall 

not be applicable to any liability found by a court of competent jurisdiction to have 

resulted from fraud or the willful misconduct or gross negligence of any such party. The 

rights granted hereby are cumulative with (and not restrictive of) any and all rights, 

remedies, and benefits that the Debtors, SHL, and BBX Capital, Inc., the Creditors’ 

Committee, the Reorganized Debtors, and their respective agents have or obtain pursuant 

to any provision of the Code or other applicable law, or any agreement. This exculpation 

from liability provision is an integral part of the Plan and is essential to its implementation. 

Notwithstanding anything to the contrary contained herein, the provisions hereof shall not 

release or be deemed a release of any of the Causes of Action otherwise preserved by the 

Plan. The terms of this exculpation shall only apply to liability arising from actions taken 

on or prior to the Effective Date. 

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The exculpation provisions in Article 11.2 of the Plan are approved as they do not 

exclude liability for gross negligence or willful conduct. 

33. Government Carve-Out. Except for the Claims described in Articles II 

and III or other Final Order of the Bankruptcy Court that are discharged and released under this 

Plan, nothing in the Plan or the Confirmation Order shall (i) effect a release of any other claim 

by the United States Government or any of its agencies or any state and local authority 

whatsoever against the Released Parties, including without limitation any claim arising under the 

Internal Revenue Code, securities laws, the environmental laws or any criminal laws of the 

United States or any state and local authority, (ii) enjoin the United States Government or any of 

its agencies or any state and local authority whatsoever from bringing any claim, suit, action or 

other proceedings against the Released Parties asserting any other liability, including without 

limitation any claim, suit or action arising under the Internal Revenue Code, securities laws, 

environmental laws or any criminal laws of the United States or any state or local authority, and 

(iii) exculpate any of the Released Parties from any other liability to the United States 

Government or any of its agencies or any state and local authority whatsoever, including any 

liabilities arising under the Internal Revenue Code, securities laws, environmental laws or any 

criminal laws of the United States or any state and local authority. 

34. Limitations on Exculpation and Releases of Representatives. Nothing in 

Articles 9.8 (“Releases”) or 11.2 (“Exculpation from Liability”) of the Plan shall (i) be construed 

to release or exculpate any person from, or require indemnification of any Person against losses 

arising from, the fraud, malpractice, criminal conduct, intentional unauthorized misuse of 

confidential information that causes damages, or ultra vires acts of such Person, or (ii) limit the 

liability of the professionals of the Debtors, the Reorganized Debtors, to their respective clients 

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pursuant to Rule 4-1.8(h) of the Florida Rules of Professional Conduct (“Limiting Liability for 

Malpractice”). Notwithstanding any of the releases, discharges, injunctions or waivers set forth 

in the Plan, nothing in the Plan shall modify the obligations of the Reorganized Debtors and their 

landlords with respect to the ongoing obligations under any assumed non-residential real 

property lease agreements (as modified), irrespective of whether such obligations first arose or 

accrued before or after the Effective Date of the Plan, including but not limited to obligations for 

year-end adjustments and reconciliations under such leases. 

35. Retention of Causes of Action/Reservation of Rights. Except as otherwise 

provided in the Plan, nothing contained in the Plan or this Order shall be deemed to be a waiver 

or the relinquishment of any rights or causes of action that the Debtors or the Reorganized 

Debtors may have or which the Reorganized Debtors may choose to assert on behalf of the 

Debtors’ Estates under any provision of the Bankruptcy Code or any applicable nonbankruptcy 

law, including, without limitation, (i) any and all Claims against any person or entity, to the 

extent such person or entity asserts a defense, crossclaim, counterclaim, and/or Claim for setoff 

which seeks affirmative relief against the Debtors, the Reorganized Debtors, their officers, 

directors, managers or representatives, and (ii) the turnover of any property of the Debtors’ 

estates. 

36. Nothing contained in the Plan or this Order shall be deemed to be a waiver 

or relinquishment of any claim, cause of action, right of setoff, or other legal or equitable defense 

which the Debtors or any other party had immediately prior to the Petition Date, against or with 

respect to any Claim. The Reorganized Debtors shall have, retain, reserve, and be entitled to 

assert all such claims, causes of action, rights of setoff, and other legal or equitable defenses 

which the Debtors had immediately prior to the Petition Date fully as if the Bankruptcy Cases 

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had not been commenced, and all of the legal and equitable rights of the Reorganized Debtors 

respecting any Claim may be asserted after the Confirmation Date to the same extent as if the 

Bankruptcy Cases had not been commenced. 

37. Transfer Free and Clear of Liens. Except with respect to any fund 

established pursuant to the Plan, all right, title and interest in and to any and all assets, property, 

unexpired leases and executory contracts of every kind and nature to be sold, assigned, 

transferred or otherwise disposed of under the Plan shall be sold, assigned, transferred and 

disposed of free and clear of any and all Claims, Liens, liabilities, encumbrances, charges and 

other interests of any entity (as such term is defined in section 101(15) of the Bankruptcy Code) 

including, without limitation, any and all claims, liens, encumbrances and any and all right, title 

and interests related thereto arising or resulting from or relating to the transactions contemplated 

hereby and by the Plan. 

38. Authorization to Consummate Plan Transactions. The Debtors and the 

Reorganized Debtors are all authorized to consummate the transactions contemplated in the Plan 

and to enter into, execute and deliver all necessary documents, including those required in 

connection with the Plan. 

39. Conditions to Effective Date. The Plan shall not become effective unless 

and until the conditions set forth in Article 8.1 of the Plan have been satisfied or waived pursuant 

to Article 8.1 of the Plan. 

40. Retention of Jurisdiction. Pursuant to Article X of the Plan, this Court 

shall retain and have exclusive jurisdiction over any matter arising under the Bankruptcy Code 

and arising in or related to these Chapter 11 Cases or the Plan, to the fullest extent as is legally 

permissible. 

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41. Effectuating Documents and Further Transactions. On or before the 

Effective Date, and without the need for any further order or authority, the Debtors shall file with 

this Court or execute, as appropriate, such agreements and other documents as may be necessary 

or appropriate to effectuate and further evidence the terms and conditions of the Plan. Each of 

the officers of the Debtors or the Reorganized Debtors, are authorized, without the need for any 

further order or authority, to execute, deliver, file, or record such contracts, instruments, releases, 

indentures, and other agreements or documents and take such actions as may be necessary or 

appropriate to effectuate and further evidence the terms and conditions of the Plan and any notes 

or securities issued pursuant to the Plan. The Reorganized Debtors are authorized to execute all 

documents and enter into all agreements as may be necessary and appropriate in connection with 

the Plan. 

42. Compliance with Tax Requirements. In connection with the Plan, the 

Reorganized Debtors will comply with all withholding and reporting requirements imposed by 

federal, state and local taxing authorities, and all distributions under the Plan shall be subject to 

such withholding and reporting requirements. 

43. Modifications. Pursuant to Article 12.9 of the Plan, the Debtors may 

amend or modify the Plan after the entry of this Order, with the consent of the Creditors’ 

Committee, upon order of the Bankruptcy Court, in accordance with § 1127 of the Bankruptcy 

Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such 

manner as may be necessary to carry out the purpose and intent of the Plan. A holder of an 

Allowed Claim that has accepted the Plan shall be deemed to have accepted the Plan as modified 

if the proposed modification does not materially and adversely change the treatment of the Claim 

of such holder. The Plan, as altered, amended or modified, must satisfy the conditions of §§ 

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1122, 1123 and 1129 of the Bankruptcy Code, and the Debtors shall have complied with § 1125 

of the Bankruptcy Code. A holder of an Allowed Claim that has accepted the Plan shall be 

deemed to have accepted the Plan as altered, amended or modified if the proposed alteration, 

amendment or modification does not materially and adversely change the treatment of the Claim 

of such holder prior to the Effective Date, the Debtors may make appropriate technical 

adjustments and modifications to the Plan, without further order or approval of this Court, 

provided that such technical adjustments and modifications do not adversely affect in a material 

way the treatment of holders of Claims or Interests. The modifications include the following: 

i. Article 1.2 (Definitions). 

i. Article 1.2.jjjj is modified to remove “the Debtors’ 

Professionals” and “the Creditors’ Committee’s Professionals” 

to read as follows: “Released Parties” means, collectively, (i) 

the Debtors, (ii) the Creditors’ Committee and its members 

(solely in their capacity as members of the Creditors’ 

Committee), (iii) the Plan Proponents, (iv) SL, (v) BBX 

Capital, inc., and (vi) the current and former representatives of 

each of the foregoing described in clauses “(i)” through “(v)” 

hereof. 

ii. Article 1.2.llll is modified to remove “attorneys, Professionals, 

accountants, investment banks” and to further remove “and 

other representatives (including their respective officers, 

directors, employees, independent contractors, members and 

professionals” to read as follows: “Representatives” means, 

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with regard to an Entity (including the Debtors), any current or 

former members, equity holders, officers, directors, managers, 

principals, partners, employees, financial advisors, consultants, 

and agents. 

ii. Article 2.1 (Administrative Expense Claims and Professional Claims). 

Article 2.1 is modified to provide that any holder of a Cure Claim is not required to file a 

request for payment of such claim. 

iii. Article 4.3.4 (Cure of Defaults for Assumed Executory Contracts and 

Unexpired Leases). Article 4.3.4 is modified to include the following language: 

i. Upon assumption of a lease, the Debtors or Reorganized 

Debtors shall satisfy any accrued but unbilled amounts under a 

lease (if applicable) including, but not limited to, common area 

maintenance charges, taxes, and year-end adjustments, and 

shall remain liable for all obligations arising under an assumed 

lease including: (a) for amounts owed or accruing under such 

lease that are unbilled or not yet due regardless of when such 

amounts or obligations accrued, on account of common area 

maintenance, insurance, taxes, utilities and similar charges; (b) 

any regular or periodic adjustment or reconciliation of charges

under such lease that are not due or have not been determined; 

(c) any percentage rent that comes due under such lease; (d) 

post-assumption obligations under such lease; and (e) any 

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obligations to indemnify the non-Debtor counterparty under 

such lease pursuant to the terms of the lease. 

ii. If a Cure Claim is disputed, the Debtors shall satisfy the 

undisputed portion within five (5) days of the Plan becoming 

effective, with the disputed portion reserved and disbursed 

upon the earlier of entry of an order or agreement of the 

parties. A hearing on a disputed Cure Claim, if necessary, shall 

be scheduled within three (3) weeks of the Confirmation 

Hearing. 

iv. Article 4.3.5 (Confirmation Order). Article 4.3.5 is modified to include the 

following language: All executory contracts and unexpired leases on the First Amended 

Schedule of Assumed Executory Contracts and Unexpired Leases [ECF No. 423] shall be 

deemed assumed as of the entry of the Confirmation Order. 

v. Article 5.4 (Exit Facility). Article is 5.4 is modified to include the 

following language: Notwithstanding anything to the contrary herein, the Exit Facility 

Documents shall not (a) grant a lien or other security interest in leasehold interests, or (b) 

to the extent prohibited by any particular lease, provide any rights of any lender or agent 

to access or use any leased premises absent either (1) prior written consent of the landlord 

or (2) the existence of a right to do so under applicable non-bankruptcy law. 

vi. Article 5.5 (Indemnification of SHL). Article 5.5 is modified to include 

the Creditors’ Committee and its and SHL’s Professionals to read as follows: The 

Debtors and the Reorganized Debtors, shall (a) indemnify and hold harmless SHL, the 

Creditors’ Committee, and their respective officers, directors, members, managers, 

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managing members and Professionals (acting in such capacity) (the “Indemnified 

Parties”) from and against any expense, damage or liability arising from any Cause of 

Action brought by any person or Entity against the Indemnified Parties relating to the 

Debtors or the Plan (including the implementation of the Plan) that, in each case, has 

arisen or may arise through and including the Effective Date (including any Cause of 

Action that arises in connection with events occurring prior to the Effective Date) and (b) 

promptly advance to the Indemnified Parties, their respective defense costs and expenses 

related to any such Cause of Action or any Claim, in each case (i) brought against it in 

any case, hearing, procedure or proceeding of any kind, (ii) threatened against it by any 

person or Entity, or (iii) brought against a third party and that requires the discovery from 

or by the Indemnified Parties, or reasonably requires any other intervention or 

involvement by any or each of the Indemnified Parties. This indemnification shall be 

enforceable regardless of whether any person (including the person from whom 

indemnification is sought) alleges or proves: (a) the sole, concurrent, contributory, or 

comparative negligence (whether such negligence is simple or gross) or fault of the 

person seeking indemnification or (b) the sole or concurrent strict liability imposed upon 

the person seeking indemnification. Notwithstanding the foregoing, the Debtors’ and 

Reorganized Debtors’ obligation to indemnify and hold harmless the Creditors’ 

Committee Professionals shall not extend further than the date upon which an order 

approving the Final Fee Application of such Professional (including all supplements 

thereto) becomes final and non-appealable.4 

4

 This provision was agreed to by the Debtors, the Reorganized Debtors, the Creditors’ Committee and SHL 

in connection with the specific facts and circumstances of these Chapter 11 Cases. This indemnification in no way 

impacts the Reorganized Debtors’ ability to make the Plan payments and distributions on the Effective Date, and 

there are no future Plan payments or distributions that will be impacted by this provision. 

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vii. Article 9.8.2 (Releases by Holders of Claims). Article 9.8.2 is modified as 

follows: 

i. to include the following phrase in the last sentence: “or postpetition”, modifying the last sentence to read after the last 

phrase beginning with “provided however”: “provided however

that such releases shall not affect any rights of any non-Debtor 

Person or Entity with respect to any written personal or crosscorporate guarantees of the Debtors’ obligations executed by 

such non-Debtor Person or Entity to and in favor of any Party 

or Entity in connection with the Debtors’ prepetition or postpetition operations.” 

ii. to include the following as the last sentence: “Notwithstanding

the foregoing, for those who do not vote in favor of the Plan or 

are deemed not to vote in favor of the Plan, the Debtors’ 

Professionals and Creditors’ Committee Professionals shall not 

be deemed ‘Released Parties’ or ‘Representatives’ for purposes 

of this Section 9.8.2. 

viii. Articles 4.5 and 11.1 (Injunction). Articles 4.5 and 11.1 are modified to 

include the following language: Notwithstanding anything to the contrary in this Plan or 

the Confirmation Order, nothing shall modify the rights, if any, of any holder of Claims 

or any current or former party to an Executory Contract or Unexpired Lease, to assert any 

right of setoff or recoupment that such party may have under applicable bankruptcy or 

non-bankruptcy law, including, but not limited to, (i) the ability, if any, of such parties to 

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setoff or recoup a security deposit held pursuant to the terms of their unexpired lease(s) 

with the Debtors, or any successors to the Debtors, under the Plan; (ii) assertion of rights 

of setoff or recoupment, if any, in connection with Claims reconciliation; or (iii) assertion 

of setoff or recoupment as a defense, if any, to any claim or action by the Debtors, the 

Reorganized Debtors, or any successors of the Debtors. 

ix. Article 11.2 (Exculpation from Liability). Article 11.2 is modified to 

remove Professionals by removing the following sentence: “With respect to the 

Professionals, the foregoing exculpation from liability provision shall also include claims 

of professional negligence arising from the services provided by such Professionals 

during the Bankruptcy Case.” 

44. Exemption from Transfer Taxes. Pursuant to § 1146(a) of the Bankruptcy 

Code, the issuance, transfer, or exchange of notes or equity securities under the Plan, the creation 

of any mortgage, deed of trust, or other security interest, the making or assignment of any lease 

or sublease, or the making or delivery of any deed or other instrument of transfer, merger or 

consolidation under, in furtherance of, or in connection with the Plan, shall not be subject to any 

sales and use, stamp, real estate transfer, mortgage recording, or other similar tax. The Debtors 

are hereby authorized to deliver a notice of this Confirmation Order, with the Plan annexed, to 

any state or local recording officer, and such officer is hereby directed to accept for filing the 

above documents or instruments without charging any sales and use, stamp, real estate transfer, 

mortgage recording, or other similar tax. Such notice (a) shall have the effect of an Order of this 

Court, (b) shall constitute sufficient notice of the entry of this Confirmation Order to such filing 

and recording officers and (c) shall be a reasonable instrument notwithstanding any contrary 

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provision of non-bankruptcy law. The Bankruptcy Court specifically retains jurisdiction to 

enforce the foregoing direction, by contempt or otherwise. 

45. Exemption from Securities Laws. To the maximum extent provided by § 

1145 of the Bankruptcy Code and applicable non-bankruptcy law, the issuance of any equity in 

the Reorganized Debtors is exempt from registration under the Securities Act of 1933, as 

amended, and all rules and regulations promulgated thereunder and any other applicable nonbankruptcy law or regulation. 

46. Governmental Approvals Not Required. This Order shall constitute all 

approvals and consents required, if any, by the laws, rules, or regulations of any state or other 

governmental authority with respect to the implementation or consummation of the Plan and 

Disclosure Statement, any documents, instruments, or agreements, and any amendments or 

modifications thereto, and any other acts referred to in, or contemplated by, the Plan and the 

Disclosure Statement and any amendments or modifications thereto. 

47. Notice of Effective Date. As soon as practicable after the occurrence of 

the Effective Date, the Reorganized Debtors shall file notice of the occurrence of the Effective 

Date and shall serve a copy of same on all parties entitled to receive notice in these Chapter 11 

Cases. 

48. Substantial Consummation. On the Effective Date, the Plan shall be 

deemed to be substantially consummated under §§ 1101 and 1127 of the Bankruptcy Code. 

49. Revocation or Withdrawal of the Plan of Reorganization. The Debtors 

reserve the right to revoke or withdraw the Plan prior to the Effective Date, in their sole 

discretion. If the Plan is revoked or withdrawn prior to the Effective Date, then the Plan shall be 

deemed null and void. In such event, nothing contained herein shall be deemed to constitute a 

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waiver or release of any claims or defenses or any admission or statement against interest by any 

Debtor or any other Person or to prejudice in any manner the rights of the Debtors or any Person 

in any further proceedings involving any Debtor. 

50. Reversal. If any of the provisions of this Order are hereafter reversed, 

modified or vacated by a subsequent order of the Bankruptcy Court or any other court, such 

reversal, modification, or vacatur shall not affect the validity of the acts or obligations incurred 

or undertaken under, or in connection with, the Plan prior to receipt of written notice of such 

order by the Debtors. Notwithstanding any such reversal, modification or vacatur of this Order, 

any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior 

to the effective date of such reversal, modification or vacatur shall be governed in all respects by 

the provisions of this Order, the Plan, all documents relating to the Plan and any amendments or 

modifications to any of the foregoing. 

51. Conflicts Between Order and Plan. The provisions of the Plan and this 

Order shall be construed in a manner consistent with each other so as to effect the purpose of 

each; provided, however, that if there is any inconsistency between any Plan provision and any 

provision of this Order that cannot be so reconciled, then solely to the extent of such 

inconsistency, the provisions of this Order shall govern and any provision of this Order shall be 

deemed a modification of the Plan and shall control and take precedence. The provisions of this 

Order are integrated with each other and are non-severable and mutually dependent. 

52. Final Order; Waiver of Stay. This Order is a final order and the period in 

which an appeal must be filed shall commence upon the entry hereof. Any stay of this Order 

provided by any Bankruptcy Rule (including Bankruptcy Rule 3020(e)) is hereby waived, and 

this Order shall be effective and enforceable immediately upon its entry by the Court. 

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53. Post-Confirmation Status Conference. The Court will conduct a postconfirmation status conference on ________________, [month] __, 2021 at __:00 a/p.m., C. 

Clyde Atkins United States Courthouse, 301 North Miami Avenue, Courtroom 4, Miami, 

Florida 33128. 

### 

Submitted By: 

Joshua W. Dobin, Esquire 

Florida Bar No. 93696 

jdobin@melandbudwick.com 

MELAND BUDWICK, P.A. 

Counsel for Debtors 

3200 Southeast Financial Center 

200 South Biscayne Boulevard 

Miami, Florida 33131 

Telephone: (305) 358-6363 

Telefax: (305) 358-1221 

Copies Furnished To: 

Joshua W. Dobin, Esquire, is directed to serve copies of this Order on all parties in interest and 

to file a Certificate of Service. 

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