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Full title: Omnibus Objection to Claims // Seventh (7th) Omnibus (Substantive) Objection to Claims Pursuant to Section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1. Filed by Wind-Down Administrator. Hearing scheduled for 8/10/2021 at 10:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #6, Wilmington, Delaware. Objections due by 7/23/2021. (Attachments: # 1 Notice # 2 Exhibit 1 # 3 Exhibit 2) (Feldman, Betsy) (Entered: 07/09/2021)

Document posted on Jul 8, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

THE DEBTORS AND THEIR ESTATES TO PURSUE FURTHER OBJECTIONS AGAINST THE RECLASSIFIED CLAIMS David M. Dunn, as wind-down administrator (the “Wind-Down Administrator”) in the chapter 11 cases of the above-captioned debtors and each of their debtor affiliates (collectively, the “Debtors” or the “Post-Effective Date Debtors”), hereby files this objection (this “Objection”), pursuant to section 502 of title 11 of the United States Code, 11 U.S.C. §§ 101– 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). 1532 (the “Bankruptcy Code”), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), to each of the claims filed against the Debtors and their estates that are listed on Exhibit A (the “Disputed Claims”) to the proposed form of order attached hereto as Exhibit 2 (the “Proposed Order”), and request the entry of the Proposed Order reclassifying the Disputed Claims, as indicated in further detail below and on Exhibit A to the Proposed Order.On March 20, 2020, the Court entered an order [Docket No. 435] (the “Bar Date Order”) providing that, except as otherwise provided therein, (i) all persons or entities (including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts) that assert a claim, as defined in section 101(5) of the Bankruptcy Code, against the Debtors, including, without limitation, secured claims, and priority claims, which arose on or prior to the Petition Date, including requests for allowance and payment of claims under section 503(b)(9) of the Bankruptcy Code, shall file a proof of any such claim so that it is actually received on or before 4:00 p.m. (prevailing Eastern Time) on May 6, 2020 (the “General Bar Date”), and (ii) all governmental units, as defined in section 101(27) of the Bankruptcy Code, shall file a proof of any such claim so that it is actually received on or before 4:00 p.m. (prevailing Eastern Time) on July 3, 2020 (the “Government Bar Date”).The Bar Date Order also provides that if the Debtors amend or supplement the Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), then the Debtors shall give notice of any such amendment or supplemen

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 20-10010 (CSS) BDC Inc., et al., (Jointly Administered) Debtors.1 Hearing Date: August 10, 2021 at 10:00 a.m. (ET) Objection Deadline: July 23, 2021 at 4:00 p.m. (ET) WIND-DOWN ADMINISTRATOR’S SEVENTH (7TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3007, AND LOCAL RULE 3007-1 PARTIES RECEIVING THIS OBJECTION SHOULD LOCATE THEIR NAMES AND THEIR DISPUTED CLAIMS IDENTIFIED ON EXHIBIT A TO THE PROPOSED ORDER TO THE CLAIMANTS WHOSE RECLASSIFIED CLAIMS ARE SUBJECT TO THIS OBJECTION: *YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND ANY FURTHER OBJECTION THAT MAY BE FILED IN THESE CHAPTER 11 CASES **THE RELIEF SOUGHT IN THIS OBJECTION IS WITHOUT PREJUDICE TO THE RIGHTS OF THE DEBTORS AND THEIR ESTATES TO PURSUE FURTHER OBJECTIONS AGAINST THE RECLASSIFIED CLAIMS David M. Dunn, as wind-down administrator (the “Wind-Down Administrator”) in the chapter 11 cases of the above-captioned debtors and each of their debtor affiliates (collectively, the “Debtors” or the “Post-Effective Date Debtors”), hereby files this objection (this “Objection”), pursuant to section 502 of title 11 of the United States Code, 11 U.S.C. §§ 101– 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: BDC Inc. (1509); BDC Holdings, LLC (8504); ND, LLC (9109); BDC of Alabama, LLC (5598); BDC of Cincinnati, LLC (1334); BTC of Cincinnati, LLC (3462); BDC of Florida, LLC (5168); BDC of Kentucky, LLC (7392); BDC of Louisiana, LLC (4109); BDC of Madisonville, LLC (7310); BDC of Ohio, LLC (2720); BTC of Ohio, LLC (7837); BDC of South Carolina, LLC (0963); BDC of Texas, LLC (5060); CAS, LLC (9109); GSSD, LLC (9109); NDHT, LLC (7480); and BDC of Madisonville Sub, LLC (0314). The location of the Debtors’ service address is: 2807 Allen Street, Box 833, Dallas, TX 75204-4062.

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1532 (the “Bankruptcy Code”), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), to each of the claims filed against the Debtors and their estates that are listed on Exhibit A (the “Disputed Claims”) to the proposed form of order attached hereto as Exhibit 2 (the “Proposed Order”), and request the entry of the Proposed Order reclassifying the Disputed Claims, as indicated in further detail below and on Exhibit A to the Proposed Order. In support of this Objection, the Wind-Down Administrator relies on the declaration of David M. Dunn (the “Dunn Declaration”), a copy of which is attached hereto as Exhibit 1. In further support of this Objection, the Wind-Down Administrator respectfully represents as follows: Jurisdiction and Venue 1. The United States Bankruptcy Court for the District of Delaware (this “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. The Wind-Down Administrator confirms his consent, pursuant to Local Rule 9013-1(f), to the entry of a final order by this Court in connection with this Motion to the extent that it is later determined that this Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory and legal predicates for the relief sought herein are section 502 of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1.

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Background 4. On January 5, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) with this Court. From the Petition Date through the effective date of the Plan (as defined below), the Debtors managed and operated their businesses as debtors in possession under sections 1107 and 1108 of the Bankruptcy Code. Additional information about the Debtors’ business and the events leading to the commencement of the Chapter 11 Cases can be found in the Declaration of Jason Monaco in Support of Chapter 11 Petitions and First Day Motions [D.I. 15], which is incorporated herein by reference. 5. On December 15, 2020, the Court entered the Findings of Fact, Conclusions of Law and Order Approving and Confirming the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [Docket No. 1331] (the “Confirmation Order”), whereby the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Borden Dairy Company and Its Affiliated Debtors [D.I. 1321] (including all exhibits and supplements thereto, and as modified or amended from time to time, the “Plan”) was confirmed.2 On January 7, 2021, the Effective Date occurred. Pursuant to Section 9.3 of the Plan, the Wind-Down Administrator was appointed as the sole representative of the Post-Effective Date Debtors. 6. Now that the Effective Date has occurred, the Wind-Down Administrator has commenced the claims reconciliation process and is continuing to wind down the business operations and affairs of the Post-Effective Date Debtors in an orderly and efficient manner. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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Debtors’ Schedules 7. On March 3, 2020, the Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs [Docket Nos. 328-363]. 8. On April 6, 2020, the Debtors amended certain of their Schedules of Assets and Liabilities [Docket No. 496]. Proofs of Claim and Bar Date Orders 9. On January 8, 2020, the Court entered an order [Docket No. 50] appointing Donlin Recano & Company, Inc. (“Donlin”) as claims and noticing agent in these Chapter 11 Cases. Among other things, Donlin is authorized to (i) receive, maintain, and record and otherwise administer the proofs of claim filed in these Chapter 11 Cases, and (ii) maintain official claims registers for the Debtors. 10. On March 20, 2020, the Court entered an order [Docket No. 435] (the “Bar Date Order”) providing that, except as otherwise provided therein, (i) all persons or entities (including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts) that assert a claim, as defined in section 101(5) of the Bankruptcy Code, against the Debtors, including, without limitation, secured claims, and priority claims, which arose on or prior to the Petition Date, including requests for allowance and payment of claims under section 503(b)(9) of the Bankruptcy Code, shall file a proof of any such claim so that it is actually received on or before 4:00 p.m. (prevailing Eastern Time) on May 6, 2020 (the “General Bar Date”), and (ii) all governmental units, as defined in section 101(27) of the Bankruptcy Code, shall file a proof of any such claim so that it is actually received on or before 4:00 p.m. (prevailing Eastern Time) on July 3, 2020 (the “Government Bar Date”).

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11. The Bar Date Order also provides that if the Debtors amend or supplement the Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), then the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date (or the Government Bar Date for governmental units) or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is twenty-one (21) days from the date on which such notice is given, to file proofs of claim in respect of their claims (the “Amended Schedules Bar Date”). 12. Additionally, pursuant to the Bar Date Order, except as otherwise provided by another order of the Court, any person or entity that holds a claim (each, a “Rejection Damages Claim”) that arises from the rejection of an executory contract or unexpired lease must file a proof of claim based on such rejection on or before the later of (i) the General Bar Date (or the Government Bar Date for governmental units) or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is twenty-one (21) days following the effective date of rejection of the applicable contract or lease pursuant to which the entity asserting the Rejection Damages Claim is a party (the “Rejection Bar Date”). 13. On August 5, 2020, the Court entered an order [Docket No. 1025] (the “Administrative Bar Date Order”) establishing a deadline for persons and entities (including, without limitation, individuals, partnerships, corporations, joint ventures, trusts, and governmental units) to file requests for allowance of administrative expense claims pursuant to sections 365 or 503(b) of the Bankruptcy Code or otherwise, other than a claim arising under section 503(b)(9) of the Bankruptcy Code (“Administrative Expense Claims”). Pursuant to the Administrative Bar Date Order, September 4, 2020 at 4:00 p.m. (ET) was the deadline for any

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Administrative Expense Claims that arose during the period from the Petition Date through and including August 5, 2020 to be filed (the “First Administrative Expense Bar Date”). 14. In addition, Section 6.1(a) of the Plan provides that Holders of Administrative Claims arising on or after August 6, 2020 shall File with the Claims Agent and serve on the Wind-Down Administrator requests for payment, in writing, together with supporting documents, substantially complying with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, so as to actually be received on or before the Post-Effective Date Administrative Claims Bar Date, which date was February 8, 2021 (collectively with the General Bar Date, the Government Bar Date, the Amended Schedules Bar Date, the Rejection Bar Date, and the First Administrative Expense Bar Date, the “Bar Dates”). 15. Notice of the Bar Dates was provided by mail and publication in accordance with the procedures outlined in the Bar Date Order, the Administrative Bar Date Order, and the Plan, as applicable. Relief Requested 16. By this Objection, the Wind-Down Administrator requests that the Court enter the Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and Local Rule 3007-1, reclassifying the Disputed Claims, as indicated in further detail below and on Exhibit A to the Proposed Order. 17. In accordance with Local Rule 3007-1(e)(i)(E), the Wind-Down Administrator believes that this Objection complies in all material respects with Local Rule 3007-1.

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Objection to Disputed Claims 18. The Disputed Claims listed on Exhibit A to the Proposed Order (the “Reclassified Claims”) assert that the claims are entitled to administrative expense status under the Bankruptcy Code. After reviewing the Reclassified Claims and reconciling them against the Debtors’ books and records, the Debtors have determined that the priority levels of the Reclassified Claims should be adjusted as indicated on Exhibit A to the Proposed Order. Specifically, the Reclassified Claims are not entitled, under the Bankruptcy Code or otherwise, to the administrative expense status set forth in the Reclassified Claims. As a result, the Wind-Down Administrator believes that the Reclassified Claims should be reclassified to the priority levels indicated in the column titled “RECLASSIFIED CLAIM CLASS” on Exhibit A to the Proposed Order. Any failure to reclassify the Reclassified Claim as indicated on Exhibit A to the Proposed Order would award the claimants undue administrative expense status, to the detriment of other creditors in these Chapter 11 Cases. 19. Accordingly, subject to further objection by the Wind-Down Administrator, the Wind-Down Administrator objects to the Reclassified Claims, and requests entry of the Proposed Order reclassifying the Reclassified Claims as indicated on Exhibit A to the Proposed Order. Responses to this Objection 20. Any responses to this Objection must be filed on or before 4:00 p.m. (ET) on July 23, 2021, in accordance with the procedures set forth in the notice of this Objection. Reservation of Rights 21. The Wind-Down Administrator reserves the right to adjourn the hearing on any Disputed Claim, and in the event that the Wind-Down Administrator does so, the Wind-Down

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Administrator will state the same in the agenda for the hearing on that Disputed Claim, which agenda will be served on the claimant. 22. The Wind-Down Administrator, on behalf of the Post-Effective Debtors and their estates, reserves any and all rights to amend, supplement or otherwise modify this Objection, the Proposed Order, or Exhibit A thereto, and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims. The Wind-Down Administrator, on behalf of the Post-Effective Debtors and their estates, also reserves any and all rights, claims and defenses with respect to any and all of the Disputed Claims, and nothing included in or omitted from this Objection, the Proposed Order, or Exhibit A thereto is intended or shall be deemed to impair, prejudice, waive or otherwise affect any rights, claims, or defenses of the Wind-Down Administrator and the Post-Effective Debtors and their estates with respect to the Disputed Claims. Notice 23. Notice of this Objection has been provided to: (i) the Office of the United States Trustee for the District of Delaware; (ii) all parties who, as of the filing of this Objection, have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule 2002; and (iii) the claimants whose Disputed Claims are subject to this Objection. The Wind-Down Administrator submits that, in light of the nature of the relief requested, no other or further notice need be given.

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Conclusion WHEREFORE, for the reasons set forth herein, the Wind-Down Administrator respectfully requests that the Court (i) enter the Proposed Order, and (ii) grant such other and further relief as may be just and proper. Dated: July 9, 2021 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Betsy L. Feldman M. Blake Cleary (No. 3614) Kenneth J. Enos (No. 4544) Betsy L. Feldman (No. 6410) 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 mbcleary@ycst.com kenos@ycst.com bfeldman@ycst.com Counsel to the Wind-Down Administrator

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