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Full title: ORDER (I) APPROVING ASSET PURCHASE AGREEMENT, (II) AUTHORIZINGSALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, ANDOTHER INTERESTS, (III) AUTHORIZING ASSUMPTION AND ASSIGNMENT OFEXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTIONTHEREWITH, AND (IV) GRANTING RELATED RELIEF (related document(s)785) Order Signed on 5/28/2021. (Attachments: # 1 Exhibit A - Asset Purchase Agreement # 2 Exhibit B - MP Designated Contracts and Designated Leases # 3 Exhibit C - Back-Up Designated Contracts and Designated Leases # 4 Exhibit D - Schedule of Liens # 5 Exhibit E - Licenses) (CAS) (Entered: 05/28/2021)

Document posted on May 27, 2021 in the bankruptcy, 42 pages and 0 tables.

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[Docket No. 503] (the “Bidding Procedures Order”), approving bidding procedures for the sale of substantially all of the Debtors’ Assets (the “Bidding Procedures”) and granting certain related relief; and an Auction having been held on May 20, 2021 for the consideration of Qualified Bids and the selection of a Successful Bidder (each as defined in the Bidding Procedures Order); and Madison Phoenix LP (together with its permitted assigns pursuant to Section 14.6 of the Asset Purchase Agreement (as defined below), all such entities, collectively, “Buyer”), an affiliate of Monarch Alternative Capital LP and the Debtors’ DIP lender, having submitted the highest and best bid for the MP Successful Bid Assets (as defined herein) and having been declared the Successful Bidder by the Debtors with respect to such Assets and having submitted the second highest and best bid for the MP Back-Up Bid Assets (as defined herein) and having been declared the Back-Up Bidder (as defined in the Bidding Procedures) by the Debtors with respect to such Assets; and this Court having conducted a hearing to consider the Sale Transaction(s) (as defined herein) on May 28, 3 Per the Asset Purchase Agreement, the “Assets” are, collectively, (i) the ten (10) Hotels (i.e., the ESAN Hotel, the ESPD Hotel, CPDCT Hotel, the HISM Hotel, the HIA Hotel, the SP Hotel, the WS Hotel, the HIDH Hotel, the RDH Hotel, and the HIOR Hotel) and the related Asset-Related Property (each as defined in the Asset Purchase Agreement) for which Buyer has been declared to be the Successful Bidder (such assets, collectively, the “MP Successful Bid Assets”) and (ii) the four (4) Hotels (i.e., the DTSLC Hotel, the FPSJ Hotel, the SDTC Hotel and the HAN Hotel) and the related Asset-Related Property (each as defined in the Asset Purchase Agreement) for which Buyer has been declared to be the Back-Up Bidder (collectively, the “MP Back-Up Bid Assets”).2021 (the “Sale Hearing”), during which time all interested parties were offered an opportunity to be heard with respect to the Motion; and this Court having reviewed and considered (i) the Motion and the exhibits thereto; (ii) the Agreement of Purchase and Sale, dated as of March 7, 2021 (together with the exhibits thereto, as may be amended, modified, or supplemented from time to time in accordance with the terms thereof, the “Asset Purchase Agreement”) attached as Exhibit A hereto, by and among certain of the Debtors and Buyer, whereby the applicable Debtors have agreed to, among other things, (a) sell or cause to be sold the MP Successful Bid Assets to Buyer and to assume and assign to Buyer the Designated Contracts and Designated Leases (the “MP Designated Contracts and Designated Leases”) attached as Exhibit B hereto, on the terms and conditions set forth in the Asset Purchase Agreement (the “MP Sale Transaction”), and (b) sell or cause to be sold the MP Back-Up Bid Assets to Buyer and to assume and assign to Buyer the Designated Contracts and Designate

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --------------------------------------------------------------- x : In re: : Chapter 11 : EHT US1, Inc., et al., : Case No. 21-10036 (CSS) : Debtors.1 : (Jointly Administered) : : RE: Docket No. 334, 393, 503, 668, 770 & --------------------------------------------------------------- x 771 & 785 ORDER (I) APPROVING ASSET PURCHASE AGREEMENT, (II) AUTHORIZING SALE OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS, (III) AUTHORIZING ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH, AND (IV) GRANTING RELATED RELIEF Upon the motion, dated March 9, 2021 [Docket No. 334] (the “Motion”),2 of EHT US1, Inc. and its debtor affiliates, as debtors and debtors-in-possession (collectively, the “Debtors”) in the above captioned cases (the “Chapter 11 Cases”), pursuant to sections 105(a), 363, and 365 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2002, 6004, 6006, 9007, 9008, and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2002-1, 6004-1, and 9006-1 of the Local Rules of Bankruptcy Practice and Procedure for the 1 The Debtors in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings, LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONT1, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661); and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications). 2 Capitalized terms used but not herein defined shall have the meanings ascribed to such terms in the Motion or the Asset Purchase Agreement (as herein defined), as applicable.

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United States Bankruptcy Court for the District of Delaware (the “Local Rules”) for entry of an order, seeking, among other things, entry of an order authorizing and approving the sale of the Debtors’ Assets3 (including the Asset-Related Property) and the assumption and assignment of certain executory contracts and unexpired leases of the Debtors in connection therewith; and this Court having held a hearing on March 23, 2021 (the “Bidding Procedures Hearing”) and having taken into consideration this Court’s prior order, dated March 24, 2021 [Docket No. 503] (the “Bidding Procedures Order”), approving bidding procedures for the sale of substantially all of the Debtors’ Assets (the “Bidding Procedures”) and granting certain related relief; and an Auction having been held on May 20, 2021 for the consideration of Qualified Bids and the selection of a Successful Bidder (each as defined in the Bidding Procedures Order); and Madison Phoenix LP (together with its permitted assigns pursuant to Section 14.6 of the Asset Purchase Agreement (as defined below), all such entities, collectively, “Buyer”), an affiliate of Monarch Alternative Capital LP and the Debtors’ DIP lender, having submitted the highest and best bid for the MP Successful Bid Assets (as defined herein) and having been declared the Successful Bidder by the Debtors with respect to such Assets and having submitted the second highest and best bid for the MP Back-Up Bid Assets (as defined herein) and having been declared the Back-Up Bidder (as defined in the Bidding Procedures) by the Debtors with respect to such Assets; and this Court having conducted a hearing to consider the Sale Transaction(s) (as defined herein) on May 28, 3 Per the Asset Purchase Agreement, the “Assets” are, collectively, (i) the ten (10) Hotels (i.e., the ESAN Hotel, the ESPD Hotel, CPDCT Hotel, the HISM Hotel, the HIA Hotel, the SP Hotel, the WS Hotel, the HIDH Hotel, the RDH Hotel, and the HIOR Hotel) and the related Asset-Related Property (each as defined in the Asset Purchase Agreement) for which Buyer has been declared to be the Successful Bidder (such assets, collectively, the “MP Successful Bid Assets”) and (ii) the four (4) Hotels (i.e., the DTSLC Hotel, the FPSJ Hotel, the SDTC Hotel and the HAN Hotel) and the related Asset-Related Property (each as defined in the Asset Purchase Agreement) for which Buyer has been declared to be the Back-Up Bidder (collectively, the “MP Back-Up Bid Assets”). .

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2021 (the “Sale Hearing”), during which time all interested parties were offered an opportunity to be heard with respect to the Motion; and this Court having reviewed and considered (i) the Motion and the exhibits thereto; (ii) the Agreement of Purchase and Sale, dated as of March 7, 2021 (together with the exhibits thereto, as may be amended, modified, or supplemented from time to time in accordance with the terms thereof, the “Asset Purchase Agreement”) attached as Exhibit A hereto, by and among certain of the Debtors and Buyer, whereby the applicable Debtors have agreed to, among other things, (a) sell or cause to be sold the MP Successful Bid Assets to Buyer and to assume and assign to Buyer the Designated Contracts and Designated Leases (the “MP Designated Contracts and Designated Leases”) attached as Exhibit B hereto, on the terms and conditions set forth in the Asset Purchase Agreement (the “MP Sale Transaction”), and (b) sell or cause to be sold the MP Back-Up Bid Assets to Buyer and to assume and assign to Buyer the Designated Contracts and Designated Leases (the “Back-Up Designated Contracts and Designated Leases” and, together with the MP Designated Contracts and Designated Leases, the “Designated Contracts and Designated Leases”) attached as Exhibit C hereto, on the terms and conditions set forth in the Asset Purchase Agreement (the “Back-Up Bid Transaction” and, together with the MP Sale Transaction, the “Sale Transaction(s)”); (iii) the Bidding Procedures Order and the record of the Bidding Procedures Hearing; (iv) the Declaration of Larry Kwon in Support of the Motion (the “Original Sale Declaration”); (v) the Supplemental Declaration of Larry Kwon in Support of the Motion (the “Supplemental Sale Declaration” and, together with the Original Sale Declaration, the “Sale Declarations”); and (v) the arguments of counsel made, and the evidence proffered or adduced, at the Sale Hearing; and due notice of the Motion, the Sale Hearing, and the form of this Order having been provided; and all objections to the Sale Transaction(s) and the Order having been withdrawn, resolved, or overruled; and it appearing that

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the relief granted herein is in the best interests of the Debtors, their estates, their creditors, and all parties in interest in these Chapter 11 Cases; and upon the record of the Sale Hearing and these Chapter 11 Cases; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED THAT:4 A. Jurisdiction and Venue. This Court has jurisdiction over the Motion, the Asset Purchase Agreement, the Sale Transaction(s), and the property of the Debtors’ estates, including the Assets, pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) that this Court can decide by final order under the United States Constitution. Venue of these Chapter 11 Cases and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. B. Statutory and Rule Predicates. The predicates for the relief set forth herein are sections 105, 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and 9014, and Bankruptcy Local Rules 2002-1, 6004-1, and 9006-1. C. Sale Notice. As evidenced by the affidavit of service regarding sale [Docket Nos. 491, 517, 519, 520, 536, 575, 576, 580, 604, 649, 650, 675, and 681] (the “Affidavit of Service Regarding Sale”) and the certificates of publication [Docket Nos. 539, 540, and 541] (the “Affidavits of Publication”) previously filed with the Court, (i) due, proper, timely, adequate, and sufficient notice of the Motion, the Auction, the Bidding Procedures (including the bidding process and the deadline for submitting bids at the Auction), the Sale Hearing, the Sale Transaction(s), and the Order was provided by the Debtors; (ii) such notice was and is good, sufficient, and appropriate 4 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent that 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 constitute findings of fact, they are adopted as such.

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under the particular circumstances and complies with the Bidding Procedures Order, sections 102(1), 363(b), and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006, 9006, 9007, 9008, and 9014, and Local Rule 6004-1; and (iii) no other or further notice of the Motion, the Sale Transaction(s), the Auction, the Bidding Procedures, the Sale Hearing, or the Order is required. With respect to Persons whose identities are not reasonably ascertained by the Debtors, publication of the notice once each in the national editions of USA Today and the Los Angeles Times on March 29, 2021 and in the Straits Times on March 30, 2021, as evidenced by the Affidavits of Publication, was sufficient and reasonably calculated under the circumstances to reach such Persons. D. Cure Notice. As evidenced by the Affidavit of Service Regarding Cure Costs [Docket Nos. 536, 574, 580, 659, and 718] (the “Affidavit of Service Regarding Cure Costs”) filed with this Court, and in accordance with the provisions of the Bidding Procedures Order, the Debtors have served, prior to the Sale Hearing, the Cure Notice, which provided notice of the Debtors’ executory contracts and unexpired leases for assumption and assignment to Buyer and of the related proposed Cure Costs (as defined in the Asset Purchase Agreement), upon each non-Debtor counterparty to such contracts. The service of the Cure Notice was timely, good, sufficient, and appropriate under the circumstances and no further notice need be given with respect to the Cure Costs for the assumption and assignment of the Designated Contracts and Designated Leases. As contemplated by the Asset Purchase Agreement, the Debtors shall update the master list of executory contracts and unexpired leases from time to time prior to the Closing. E. Notice and Opportunity to Object. As evidenced by the Affidavit of Service Regarding Sale, the Affidavit of Service Regarding Cure Costs, and the Certificates of Publication, a fair and reasonable opportunity to object to, and be heard with respect to, the Motion, the

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Auction, and the Sale Transaction(s) has been given to all Persons entitled to notice pursuant to the Bidding Procedures Order, including, but not limited to, the following: (i) counsel for the Buyer, Weil, Gotshal & Manges LLP and Morris, Nichols, Arsht & Tunnell LLP; (ii) counsel for the Official Committee of Unsecured Creditors, Kramer Levin Naftalis & Frankel LLP and Morris James LLP; (iii) all Persons known by the Debtors to have expressed an interest to the Debtors in a transaction with respect to the Assets in whole or in part during the past twelve (12) months; (iv) all entities known by the Debtors to have asserted any lien, claim, encumbrance, or other interest in the Assets (for whom identifying information and addresses are available to the Debtors); (v) all non-Debtor parties to the Designated Contracts and Designated Leases (for whom identifying information and addresses are available to the Debtors); (vi) any Governmental Unit (as defined in section 101(27) of the Bankruptcy Code) known to have a claim in these Chapter 11 Cases; (vii) the United States Attorney for the District of Delaware; (viii) the United States Trustee for the District of Delaware; (ix) the Office of the Attorney General in each state in which the Debtors operate; (x) the Office of the Secretary of State in each state in which the Debtors operate or are organized; (xi) the Debtors’ known creditors (for whom identifying information and addresses are available to the Debtors); (xii) all other Persons requesting notice under Bankruptcy Rule 2002 or as directed by this Court (for whom identifying information and addresses are available to the Debtors); and (xiii) all other Persons as a result of publication notice. All non-Debtor counterparties to the Designated Contracts and Designated Leases have had a reasonable opportunity to object both to the Cure Costs listed on the applicable Cure Notice, as applicable, and to the assumption and assignment to Buyer of any of the Designated Contracts and Designated Leases. No defaults exist in the Debtors’ performance under the Designated Contracts and

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Designated Leases as of the date of this Order other than the failure to pay the Cure Costs, as may be required, or such defaults that are not required to be cured. F. Final Order. This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). The Debtors have demonstrated compelling circumstances and a good, sufficient, and sound business purpose and justification for the immediate approval and consummation of the Sale Transaction(s) as contemplated by the Asset Purchase Agreement. Buyer, being a good faith purchaser under section 363(m) of the Bankruptcy Code, may close the sale contemplated by the Asset Purchase Agreement at any time after the entry of this Order and shall not be subject to the stay provided by Bankruptcy Rules 6004(h) and 6006(d). G. Sound Business Purpose. The Debtors have demonstrated good, sufficient, and sound business purposes and justifications for approval of and entry into the Asset Purchase Agreement and the other agreements, documents, and instruments deliverable thereunder or attached thereto or referenced therein (collectively, the “Transaction Documents”) and for approval of the Sale Transaction(s) outside the ordinary course of business. The Debtors’ entry into and performance under the Transaction Documents (i) constitutes a sound and reasonable exercise of the Debtors’ business judgment consistent with their fiduciary duties, (ii) provides value and is beneficial to the Debtors’ estates, and is in the best interests of the Debtors and their stakeholders, and (iii) is reasonable and appropriate under the circumstances. The business reasons for entering into and performing under the Transaction Documents include (x) the Purchase Price and the other terms set forth in the Asset Purchase Agreement constitute the highest and best offer received for the MP Successful Bid Assets and the second highest and best offer for the MP Back-Up Bid Assets and (y) the Sale Transaction(s) on the terms set forth in the Transaction Documents

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presents an orderly and expeditious sale of the Assets and the best opportunity to maximize the value of the Assets. H. Compliance with Bidding Procedures Order. On March 24, 2021, this Court entered the Bidding Procedures Order approving the Bidding Procedures for the Assets. The Bidding Procedures provided a full, fair, and reasonable opportunity for any entity or Person to make an offer to purchase the Assets. The Debtors and Buyer complied with the Bidding Procedures and the Bidding Procedures Order in all respects except as properly waived by the Debtors in the exercise of their fiduciary duties in accordance with the Bidding Procedures. Buyer subjected its bid to competitive bidding in accordance with the Bidding Procedures and was designated the Successful Bidder (as defined in the Bidding Procedures) for the MP Successful Bid Assets in accordance with the Bidding Procedures Order (including the Bidding Procedures) and designated the Back-Up Bidder (as defined in the Bidding procedures) for the MP Back-Up Bid Assets in accordance with the Bidding Procedures Order (including the Bidding Procedures). The Auction was duly noticed and conducted fairly and in good faith, without collusion, and in accordance with the Bidding Procedures Order. All potential bidders have been afforded a full, fair, and reasonable opportunity to submit bids for the Assets and participate in the Auction. I. Credit Bid. Pursuant to the Bidding Procedures, applicable law, including Bankruptcy Code sections 363(b) and 363(k), and in accordance with the Final Order (I) Authorizing Debtors to Obtain Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Modifying Automatic Stay, and (IV) Granting Related Relief, entered by the Bankruptcy Court on February 24, 2021 [Docket No. 287] (the “DIP Order”), the Buyer was authorized, but not required, to credit bid the Obligations to the DIP Lenders (as defined in the Asset Purchase Agreement) for the Assets, and the DIP Lenders (as defined in the DIP

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Order) executed a joinder to the Asset Purchase Agreement for the purpose of enabling a credit bid on the Assets and acknowledged and accepted Buyer’s Credit Bid (as defined in the Asset Purchase Agreement) on behalf of the DIP Lenders. No additional or further evidence of the Buyer’s ability to include the Credit Bid as consideration for the Sale Transaction pursuant to the Asset Purchase Agreement is required. The Credit Bid, plus the cash consideration and assumption of the Assumed Liabilities, was a valid and proper offer pursuant to the Bidding Procedures Order and Bankruptcy Code sections 363(b) and 363(k). J. Marketing Process. As demonstrated by the Motion, the Sale Declaration, the testimony and other evidence proffered or adduced at the Bidding Procedures Hearing and the Sale Hearing, and the representations of counsel made on the record at the Bidding Procedures Hearing and the Sale Hearing, in light of the exigent circumstances presented: (i) the Debtors and their investment banker, Moelis & Company LLC, engaged in a robust and extensive marketing and sale process pursuant to the Bidding Procedures Order and the Bidding Procedures; (ii) the Debtors and their advisors conducted a fair and open sale process; (iii) the sale process, the Bidding Procedures, and the Auction were non-collusive, duly noticed, and provided a full, fair, and reasonable opportunity for any entity to make an offer to purchase the Assets; and (iv) the process conducted by the Debtors pursuant to the Bidding Procedures Order and the Bidding Procedures obtained the highest and best value for the Assets for the Debtors and their estates. K. Fair Consideration; Highest or Best Value. The consideration to be provided by Buyer under the Asset Purchase Agreement is fair and reasonable consideration for the Assets and constitutes (i) reasonably equivalent value under the Bankruptcy Code, the Uniform Fraudulent Transfer Act, and the Uniform Voidable Transactions Act, (ii) fair consideration under the Uniform Fraudulent Conveyance Act, and (iii) reasonably equivalent value, fair consideration and

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fair value under any other applicable laws of the United States, any state, territory or possession or the District of Columbia. Such consideration constitutes the highest and best bid for the MP Successful Bid Assets and the second highest and best bid for the MP Back-Up Bid Assets. No other person or entity or group of persons or entities has offered to purchase the Assets (other than, in the case of the MP Back-Up Bid Assets, BPEHT LLC, FullG Capital Ltd, and Solid Rock Ventures, LLC, as applicable) or proposed a chapter 11 plan of reorganization that would provide for an amount that would give equal or greater value to the Debtors and their stakeholders than the value provided by Buyer pursuant to the Asset Purchase Agreement. Prompt approval of the Sale Transaction(s) is the only means to preserve and maximize the value of the Assets. L. Good Faith. The Transaction Documents and the Sale Transaction were negotiated, proposed, and entered into, and are being undertaken by the Debtors and Buyer in good faith, without collusion, and from arm’s-length bargaining positions. Likewise, the value that the relevant Debtors and their estates will receive on consummation of the Sale Transaction(s) is the product of arm’s-length negotiations between the Debtors, Buyer, and their respective representatives and advisors. Buyer is a “good faith purchaser” within the meaning of section 363(m) of the Bankruptcy Code and is entitled to all the protections afforded thereby. Neither Buyer nor the Debtors have engaged in any conduct that would prevent the application of section 363(m) of the Bankruptcy Code to the Asset Purchase Agreement or to the consummation of the Sale Transaction(s). Buyer has proceeded in good faith in all respects in that, among other things, (i) Buyer agreed to subject the Assets to higher or better offers; (ii) Buyer complied with the provisions of the Bidding Procedures Order, including compliance with confidentiality obligations and restrictions under the Bidding Procedures and any applicable non-disclosure or confidentiality agreement; (iii) Buyer’s bids were subjected to competitive Bidding Procedures as set forth in the

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Bidding Procedures Order; and (iv) all consideration to be provided by Buyer and all other material agreements or arrangements entered into by Buyer and the Debtors in connection with the Sale Transaction(s) have been disclosed and are appropriate. Other than agreements among the Debtors and Buyer, as reflected in the Asset Purchase Agreement and herein, the Purchase Price in respect of the Assets was not controlled by any agreement, including, without limitation, any agreement among potential bidders. Neither the Debtors nor Buyer have engaged in any conduct that would cause or permit the Asset Purchase Agreement to be avoided or costs and damages to be imposed under section 363(n) of the Bankruptcy Code. The Transaction Documents were not entered into and the Sale Transaction(s) are not being/would not be consummated for the purpose of hindering, delaying, or defrauding present or future creditors of the Debtors or for the purpose of statutory and common law fraudulent conveyance and fraudulent transfer claims whether under the Bankruptcy Code or under the laws of the United States, any state, territory, or possession thereof, or the District of Columbia, or any other applicable jurisdiction with laws substantially similar to any of the foregoing. Neither the Buyer, nor any of its affiliates, officers, directors, members, partners, principals or shareholders or any of their respective representatives, successors or assigns is an “insider” of any of the Debtors, as that term is defined in section 101(31) of the Bankruptcy Code. M. No Successor or Other Derivative Liability. Except as otherwise expressly provided herein or in the Asset Purchase Agreement, upon Closing, and to the greatest extent allowed by applicable law, Buyer and Buyer’s affiliates shall not have any liability (including, but not limited to, any successor liability) or other obligation of any of the Debtors, including any liability or obligation arising under or related to the sale and transfer of the Assets to Buyer; provided that, upon Closing, Buyer shall be liable for the Assumed Liabilities. Buyer is not, and the

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consummation of the Sale Transaction(s) will not render Buyer or Buyer’s affiliates a mere continuation of, and Buyer is not holding itself out as a mere continuation of, any of the Debtors or their respective estates, enterprise, or operations, and there is no continuity or common identity between Buyer and the Debtors. Accordingly, the Sale Transaction(s) do not amount to a consolidation, merger, or de facto merger of Buyer or any of its affiliates with or into any of the Debtors or their estates and Buyer and Buyer’s affiliates are not, and shall not be deemed, as a result of the consummation of the Sale Transaction(s): (i) to be a successor to any of the Debtors or their estates, (ii) to be the successor of or successor employer (as described under COBRA (as defined below) and applicable regulations thereunder) to the Debtors, (a) including, without limitation, with respect to any collective bargaining agreements, any employee benefit plans, any employee “right to recall” laws including, without limitation, California Labor Code Section 2810.8, and any common law successorship liability, including with respect to withdrawal liability, and (b) shall instead be, and be deemed to be, a new employer with respect to any and all federal or state unemployment laws, including any unemployment compensation or tax laws or any employee “right to recall” laws including, without limitation, California Labor Code Section 2810.8, or any other similar federal or state laws, (iii) to be a mere continuation or substantial continuation of the Debtors or the enterprise(s) of the Debtors, or (iv) to be liable for, or be subject to any obligations relating to, any acts or omissions of the Debtors in the conduct of their business or arising under or related to the Assets, other than as set forth in the Asset Purchase Agreement. Without limiting the generality of the foregoing, and except as otherwise provided in the Asset Purchase Agreement, the parties intend that the Buyer shall not be liable for any Claims (as herein defined) other than Assumed Liabilities against any Debtor, or any of its predecessors or affiliates, and Buyer shall have no successor or vicarious liability of any kind or character whatsoever,

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whether known or unknown as of the Closing, whether now existing or hereafter arising, whether asserted or unasserted, or whether fixed or contingent, with respect to the Debtors’ business operations, the Assets or any Liabilities of any Debtor. The Buyer would not have acquired the Assets but for the foregoing protections against potential claims based upon “successor liability” theories. N. Personal Information. The Sale of the Assets is consistent with the Debtors’ policy concerning the transfer of personally identifiable information and the Debtors have, to the extent necessary, satisfied section 363(b)(1) of the Bankruptcy Code. Accordingly, the appointment of a consumer ombudsman pursuant to section 363(b)(1) or section 332 of the Bankruptcy Code is not required with respect to the relief requested in the Sale Motion. O. Satisfaction of Section 363(f) Standards. Except as otherwise expressly provided herein, the Debtors are authorized to sell the Assets (including the Asset-Related Property) and the Designated Contracts and Designated Leases to Buyer free and clear of all liens (including, without limitation, those liens listed on Exhibit D hereto), claims (including those that constitute a “claim” as defined in section 101(5) of the Bankruptcy Code), property interests, rights, liabilities, encumbrances, pledges, and other interests of any kind or nature whatsoever against the Debtors or the Assets, including, without limitation, any debts, claims, rights, causes of action, and/or suits arising under or out of, in connection with, or in any way relating to, any acts, omissions, obligations, demands, guaranties, rights, contractual commitments, restrictions, product liability claims, environmental liabilities, employee retirement or benefit plan claims, all obligations under the collective bargaining agreement workers’ compensation claims, severance claims, retiree healthcare or life insurance claims, all claims of World Gateway Property Owners’ Association in

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connection with assessments corresponding to year 2021 or prior years,5 all claims pursuant to the Perishable Agricultural Commodities Act, and/or claims for taxes, of or against the Debtors and/or the Assets to the maximum extent available under applicable law, and any derivative, vicarious, transferee, or successor liability claims, rights, or causes of action (whether in law or in equity, under any law, statute, rule, or regulation of the United States, any state, territory, or possession thereof or the District of Columbia), whether arising prior or subsequent to the commencement of these Chapter 11 Cases, whether known or unknown, whether fixed or contingent, whether liquidated or unliquidated, whether anticipated or unanticipated, whether yet accrued or not, whether matured or unmatured, whether now existing or hereafter arising, whether secured or unsecured, senior or subordinated, and whether imposed by agreement, understanding, law, equity or otherwise, arising under or out of, in connection with, or in any way related to the Debtors, the Debtors’ interests in the Assets, the Debtors’ operation of the Hotels before the Closing, or the transfer of the Debtors’ interests in the Assets to Buyer (collectively, all such liens, claims, property interests, rights, liabilities, encumbrances, pledges, other interests and other matters described above in this paragraph, but excluding any Assumed Liabilities, the “Claims”), because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code have been satisfied. Those holders of Claims who did not object (or who ultimately withdrew their objections, if any) to the Sale Transaction(s) or the Sale Motion have either consented to or are deemed to have consented to the Sale Transaction(s) pursuant to section 363(f)(2) of the Bankruptcy Code. In addition, one or more of the other subsections of section 363(f) of the Bankruptcy Code apply and, therefore, holders of Claims with an interest in the Assets are 5 Such claims have been satisfied pursuant to the Final Order Authorizing Debtors to (A) Continue to Perform Under Current Hotel Caretaker Agreements, (B) Pay Certain Claims that Arose Prepetition in Connection with Such Agreements, and (C) Granting Related Relief [Docket No. 286].

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adequately protected by having their Claims that constitute interests in such Assets attach solely to the proceeds of the Sale Transaction(s) in the same order of priority and with the same extent, validity, force, and effect that such holders had prior to the Sale Transaction(s) and by providing for the distributions provided for herein. P. Consent. The DIP Agent (as defined in the DIP Order) and the DIP Lenders (as defined in the DIP Order) (collectively, the “DIP Parties”), by virtue of this Order shall be deemed to have consented to the sale of the Assets to Buyer pursuant to the Asset Purchase Agreement free and clear of any Claims of the DIP Parties, subject to the terms and conditions of the DIP Credit Agreement (as defined in the DIP Order), the DIP Order, and this Order, as applicable; provided, however, that any outstanding Claims of the DIP Agent and DIP Lenders shall attach and be enforceable against the proceeds of the Sale Transaction(s). Q. Necessary Condition. Buyer would not have entered into the Transaction Documents and will not consummate the transactions contemplated thereby, thus adversely affecting the Debtors and their estates and their creditors, (i) if the sale of the Assets was not free and clear of all Claims, liens, encumbrances and other interests, including, without limitation, any rights or Claims based on any successor or transferee liability (other than, in each case, the Assumed Liabilities) pursuant to Bankruptcy Code section 363(f), or (ii) if Buyer would, or in the future could, be liable for any such Claims, liens, interests and encumbrances including, without limitation, any rights or Claims based on any successor or transferee liability (other than, in each case, the Assumed Liabilities). The total consideration to be provided under the Asset Purchase Agreement reflects Buyer’s reliance on this Order to provide it with title to and possession of the Assets free and clear of all Claims pursuant to sections 105(a) and 363(f) of the Bankruptcy Code.

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R. Assumption and Assignment of Designated Contracts and Designated Leases. The Designated Contracts and Designated Leases to be assumed by the Debtors and assigned to Buyer at the Closing are set forth on Exhibit B annexed hereto; provided, that to the extent the Debtors identify additional executory contracts or unexpired leases, Buyer shall be permitted to designate any such executory contact or unexpired lease as a Designated Contract or Designated Lease, as applicable, for assumption and assignment to Buyer at Closing. The assumption and assignment of the Designated Contracts and Designated Leases is integral to the Sale Transaction, is in the best interests of the Debtors and their estates, and represents the valid and reasonable exercise of the Debtors’ sound business judgment. Specifically, the assumption and assignment of the Designated Contracts and Designated Leases (i) is necessary to sell the Assets to Buyer, and (ii) is an integral part of the Assets being purchased by Buyer; and, in light of the foregoing, such assumption and assignment of the Designated Contracts and Designated Leases is reasonable and enhances the value of the relevant Debtors’ estates. S. Cure; Adequate Assurance. With respect to each of the Designated Contracts and Designated Leases, the Debtors have met all requirements of section 365(b) of the Bankruptcy Code because Buyer has agreed to cure or will cure at or prior to Closing or upon a final order resolving any assumed Disputed Contract, as applicable, any monetary default required to be cured with respect to the Designated Contracts and Designated Leases under section 365(b)(1) of the Bankruptcy Code and Buyer has provided adequate assurance of future performance under the Designated Contracts and Designated Leases in satisfaction of sections 365(b) and 365(f) of the Bankruptcy Code to the extent that any such assurance is required. The authority hereunder for the Debtors to assume and assign any Designated Contracts and Designated Leases to Buyer includes the authority to assume and assign any Designated Contracts and Designated Leases, as amended.

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T. Validity of Transfer. The transfer of the Assets to Buyer will be a legal, valid, and effective transfer of the Assets, and will vest Buyer with any legal, equitable and beneficial right, title, and interest of the applicable Debtors in and to the Assets, free and clear of all Claims (other than Assumed Liabilities). The consummation of the Sale Transaction(s) is legal, valid, and properly authorized under all applicable provisions of the Bankruptcy Code, including, without limitation, sections 105(a), 363(b), 363(f), 363(m), 365(b), and 365(f) of the Bankruptcy Code, and all of the applicable requirements of such sections have been complied with in respect of the Sale Transaction(s). Subsequent to the Closing, the Debtors will be relieved of all liability or other obligation of any kind with respect to claims arising from or related to Buyer’s post-Closing operation and/or ownership of the Assets. U. Property of the Estate. The Assets constitute property of the Debtors’ estates and title thereto is vested in the selling Debtors’ estates within the meaning of section 541(a) of the Bankruptcy Code. The selling Debtors have all title, interest, and/or rights in the Assets required to transfer and to convey the Assets to Buyer, as required by the Asset Purchase Agreement. V. No Sub Rosa Plan. The sale of the Assets and assignment of the Designated Contracts and Designated Leases outside of a plan of reorganization pursuant to the Asset Purchase Agreement neither impermissibly restructures the rights of the Debtors’ creditors nor impermissibly dictates the terms of the Debtors’ subsequent plan of reorganization or liquidation. Neither the Asset Purchase Agreement nor the Sale Transaction(s) contemplated thereby constitute a sub rosa chapter 11 plan. W. Sale Order Required by Buyer. Entry of this Order approving the Asset Purchase Agreement is a requirement of the Asset Purchase Agreement and such requirement is an appropriate condition precedent to Buyer’s consummation of the Sale Transaction(s).

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X. Corporate Authority. The Debtors (i) have full corporate power and authority to execute the Asset Purchase Agreement and all other documents contemplated thereby, and the Transaction Documents and the Sale Transaction(s) have been duly and validly authorized by all necessary corporate action of the Debtors; and (ii) have all of the corporate power and authority necessary to consummate the transactions contemplated by the Asset Purchase Agreement. Upon entry of this Order, other than any consents identified in the Asset Purchase Agreement, the Debtors need no consent or approval from any other Person to consummate the Sale Transaction. Y. Binding Contract. The Transaction Documents are valid and binding contracts between the Debtors and Buyer and shall be enforceable pursuant to their terms. The Transaction Documents, the Sale Transaction(s) themselves, and the consummation thereof, shall be specifically enforceable against and binding upon (without posting any bond) the applicable Debtors, and any chapter 7 or chapter 11 trustee appointed in these chapter 11 cases, and shall not be subject to rejection or avoidance by the foregoing parties or any other Person. Z. Waiver of Bankruptcy Rules 6004(h) and 6006(d). The sale of the Assets must be approved and consummated promptly. The Debtors and Buyer intend to close the Sale Transaction(s) as soon as reasonably practicable. The Debtors have demonstrated compelling circumstances and a good, sufficient, and sound business purpose and justification for the immediate approval and consummation of the Sale Transaction(s) as contemplated by the Asset Purchase Agreement. Accordingly, there is sufficient cause to lift the stay contemplated by Bankruptcy Rules 6004(h) and 6006(d) with regard to the transactions contemplated by this Order. AA. Backup Bid. BPEHT LLC (the “BP Back-Up Bidder”) was designated the Back-Up Bidder for the ESAN Hotel and the related Hotel-Related Assets (collectively, the “ESAN Assets”). The Qualified Bid submitted by the BP Back-Up Bidder (the “Back-Up Bid”) is the

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Back-Up Bid for the ESAN Assets and shall remain open and irrevocable in accordance with the terms of the Bidding Procedures and the order approving the purchase agreement of the BP Back-Up Bidder, which order is entered concurrently with this Order. BB. Legal and Factual Bases. The legal and factual bases set forth in the Sale Motion, the Sale Declaration, and at the Sale Hearing establish just cause for the relief granted herein. CC. Necessity of Order. Buyer would not consummate the transactions absent the relief provided for in this Order. IT IS HEREBY ORDERED THAT: 1. Motion is Granted. To the extent not already approved pursuant to the Bidding Procedures Order, the Motion and the relief requested therein is granted and approved as set forth herein. 2. Objections Overruled. Except in the case of objections described in paragraphs 3 and [23] of this Order, all objections, if any, and any and all joinders thereto, to the Motion or the relief granted herein that have not been previously overruled, withdrawn with prejudice, waived, or settled as announced to this Court at the Sale Hearing, by stipulation filed with this Court, or as provided in this Order, and all reservations of rights included therein, are hereby overruled on the merits and with prejudice. 3. Contract Objections. If a counterparty to any Designated Contract or Designated Lease timely files, in accordance with the Bidding Procedures Order and paragraph [23] of this Sale Order, an objection to the assumption and assignment to Buyer of such Designated Contract or Designated Lease, then such Designated Contract or Designated Lease shall be deemed a “Disputed Contract.” The Debtors shall be authorized to resolve or settle any objections to the assumption and assignment of Disputed Contracts in accordance with the terms of the Asset

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Purchase Agreement (including section 2.5(c) thereof), including with respect to Cure Costs or necessary consents, and without need for any further order or action from this Court. 4. Notice. Notice of the Motion and Sale Hearing was adequate, appropriate, fair and equitable under the circumstances and complied in all respects with section 102(1) of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006 and the Bidding Procedures Order. 5. Fair Purchase Price. The consideration provided by Buyer under the Asset Purchase Agreement is fair and reasonable, is the highest and best offer for the MP Successful Bid Assets and the second highest and best offer for the MP Back-Up Bid Assets, and constitutes (a) reasonably equivalent value under the Bankruptcy Code, Uniform Fraudulent Transfer Act, and Uniform Voidable Transactions Act, (b) fair consideration under the Uniform Fraudulent Conveyance Act, and (c) reasonably equivalent value, fair consideration and fair value under any other applicable laws of the United States, any state, territory or possession or the District of Columbia. 6. Approval of the Transaction Documents. The Transaction Documents, including all of the transactions contemplated thereby, and all of the terms and conditions thereof, are hereby authorized and approved in their entirety. The failure specifically to include any particular provision of the Transaction Documents in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of this Court that the Transaction Documents, and the entry into the Transaction Document by the relevant Debtors, be authorized and approved in their entirety. 7. Consummation of Sale Transaction(s). Pursuant to sections 105(a), 363(b), 363(f), and 365 of the Bankruptcy Code, the Debtors are authorized and empowered to transfer the Assets in accordance with the terms of the Asset Purchase Agreement and the terms of this Order. The

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relevant Debtors, as well as their directors, officers, employees, and agents, are authorized to execute, deliver, and perform their obligations under and comply with the terms of the Transaction Documents and to consummate the Sale Transaction, including by taking any and all actions as may be reasonably necessary or desirable to implement the Sale Transaction and each of the transactions contemplated thereby pursuant to and in accordance with the terms and conditions of the Transaction Documents and this Order. All Persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with the ability of the Debtors to transfer the Assets to Buyer in accordance with the Asset Purchase Agreement and this Order, provided that the foregoing restriction shall not prevent any party from appealing this Order in accordance with applicable law or opposing any appeal of this Order. 8. Execution of Transaction Documents. The relevant Debtors, their affiliates, and their respective directors, officers, employees, and agents, are authorized to execute and deliver, and authorized to perform under, consummate, and implement all additional notices, assumptions, conveyances, releases, acquittances, instruments, and documents that may be reasonably necessary or desirable to implement the Transaction Documents, including the transfer and, as applicable, the assignment of all the Assets, the assumption of the Assumed Liabilities, and the assumption and assignment of all the Designated Contracts and Designated Leases, and to take all further actions as may be (a) reasonably requested by Buyer for the purpose of assigning, transferring, granting, conveying, and conferring to Buyer, or reducing to Buyer’s possession, the Assets and/or (b) necessary or appropriate to the performance of the obligations contemplated by the Transaction Documents, all without further order of this Court. 9. Surrender and Discharge. All Persons that are currently in possession of some or all of the Assets are hereby directed to surrender possession of such Assets to Buyer upon the

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Closing Date or at such later time as Buyer reasonably requests. Except as otherwise expressly provided herein, the Debtors’ creditors and the holders of any Claims are authorized and directed to execute such documents and take all other actions as may be necessary to terminate, discharge or release their Claims in the Assets, if any, as such Claims may otherwise exist. 10. Document Acceptance. Each and every federal, state, local, or foreign government or governmental or regulatory authority, agency, board, bureau, commission, court, department, or other governmental entity is hereby authorized to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Transaction Documents. 11. Transfer of Assets Free and Clear. Pursuant to sections 105(a), 363(b), 363(f) and 365 of the Bankruptcy Code, the Debtors are authorized to transfer the Assets in accordance with the terms of the Asset Purchase Agreement and this Order. The transfer of the Assets by the Debtors to Buyer in accordance with the Asset Purchase Agreement shall: (a) be valid, legal, binding, and effective; (b) vest Buyer with all right, title, and interest of the Debtors in and to the Assets; and (c) be free and clear of all Claims against the Debtors and the Assets (except as otherwise expressly provided herein), but excluding Assumed Liabilities, in accordance with section 363(f) of the Bankruptcy Code. On the Closing Date, this Order shall be considered, and shall constitute, for any and all purposes, a full and complete general assignment, conveyance and transfer of the Assets, transferring good and marketable and indefeasible title and interest in all of the Assets to Buyer with effect at Closing of the Sale Transaction(s) in accordance with the Transaction Documents. Subsequent to the Closing, the Debtors will be relieved of all liability or other obligation of any kind with respect to claims arising from or related to Buyer’s post-Closing operation and/or ownership of the Assets.

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12. Injunction. Except as otherwise provided in the Asset Purchase Agreement, the Transaction Documents, or this Order, all Persons (and their respective successors and assigns) including, without limitation, the Debtors, the Debtors’ estates, all debt security holders, equity security holders, governmental tax and regulatory authorities, lenders, customers, vendors, employees, former employees, litigation claimants, trustees, trade creditors, and any other creditors (or agent of any of the foregoing) who may or do hold Claims against the Debtors or the Assets, arising under or out of, in connection with, or in any way relating to, the Debtors, the Assets, the operation or ownership of the Assets by the Debtors prior to the Closing, or the Sale Transaction(s), are hereby forever barred, estopped, and permanently enjoined from asserting or pursuing such Claims against Buyer, its affiliates, any of their respective successors, assigns, assets (including the Assets), and/or properties, including, without limitation, taking any of the following actions with respect to any Claims: (a) commencing or continuing in any manner any action, whether at law or in equity, in any judicial, administrative, arbitral, or any other proceeding, against Buyer, its affiliates, any of their respective successors, assigns, assets (including the Assets), and/or properties; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against Buyer, its affiliates, any of their respective successors, assigns, assets (including the Assets), and/or properties; (c) creating, perfecting, or enforcing any Claim against Buyer, its affiliates, any of their respective successors, assigns, assets (including the Assets), and/or properties; (d) asserting a Claim as a setoff, right of subrogation, or recoupment of any kind against any obligation due against Buyer, its affiliates, any of their respective successors, assigns, assets (including the Assets), and/or properties; or (e) commencing or continuing any action in any manner or place that does not comply, or is inconsistent, with the provisions of this Order or the agreements or actions contemplated or taken in respect thereof.

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13. Release of Claims as to Buyer; Recordation. Except as expressly set forth in the Asset Purchase Agreement, the Transaction Documents, or this Order, this Order (a) shall be effective as a determination that, as of the Closing all Claims have been unconditionally released, discharged and terminated as to Buyer and the Assets and that the conveyances and transfers described herein and in the Asset Purchase Agreement and the Transaction Documents have been effected, and (b) is and shall be binding upon and govern the acts of all Persons, including all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, county and local officials and all other Persons who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments that reflect that Buyer is the assignee and owner of the Assets, free and clear of all Claims, or who may be required to report or insure any title or state of title in or to any lease (all such entities being referred to as “Recording Officers”). All Recording Officers are authorized to strike recorded encumbrances, claims, liens, and other interests against the Assets recorded prior to the date of this Order. A certified copy of this Order may be filed with the appropriate Recording Officers to evidence cancellation of any recorded encumbrances, claims, liens, pledges, and other interests against the Assets recorded prior to the date of this Order. All Recording Officers are hereby authorized to accept for filing any and all of the documents and instruments necessary, advisable or appropriate, and appropriate to consummate the transactions contemplated by the Asset Purchase Agreement. 14. No Interference. Except as otherwise expressly provided herein, following the Closing, no holder of any Claim shall interfere with Buyer’s title to or use or enjoyment of the

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Assets based on or related to any Claim or based on any actions or omissions by the Debtors, including any actions or omissions the Debtors may take in these Chapter 11 Cases. 15. No Claims. Except as expressly set forth in the Asset Purchase Agreement and the Transaction Documents, and except with respect to the Designated Contracts and Designated Leases, Buyer and each of its affiliates, successors, assigns, members, partners, officers, directors, principals, and shareholders shall have no liability whatsoever for any Claims, whether asserted based on Buyer’s status as a transferee, successor, or otherwise, of any kind, nature, or character whatsoever, including Claims based on, relating to, and/or arising under, without limitation: (a) any employment, labor, or collective bargaining agreement, or any employee pension or welfare plan participation agreement, employee pension or benefit plan trust agreement; (b) any pension, multiemployer plan (as such term is used in Section 3(37) or Section 4001(a)(3) of ERISA (as defined below)), health or welfare, compensation or other employee plan, agreements, practices, and programs, including, without limitation, any pension or employee plan (including any employee benefit plan) of or related to any of the Debtors or any Debtor’s affiliates or predecessors or any current or former employees of any of the foregoing; (c) the Debtors’ business operations or the cessation thereof; (d) any litigation involving one or more of the Debtors; (e) any employee, workers’ compensation, occupational disease or unemployment or temporary disability related law, including, without limitation, any claims, rights, or causes of action that might arise under or pursuant to (i) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) the Multi-Employer Pension Plan Amendments Act of 1980, including all amendments thereto, (iii) the Fair Labor Standards Act, (iv) Title VII of the Civil Rights Act of 1964, (v) the Federal Rehabilitation Act of 1973, (vi) the National Labor Relations Act, (vii) the Worker Adjustment and Retraining Notification Act of 1988, (viii) the Age Discrimination and Employee Act of 1967

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and Age Discrimination in Employment Act, as amended, (ix) the Americans with Disabilities Act of 1990, (x) the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (xi) state and local discrimination laws, (xii) state and local unemployment compensation laws or any other similar state and local laws, (xiii) state workers’ compensation laws, and/or (xiv) any other state, local, or federal employee benefit laws, regulations or rules or other state, local or federal laws, regulations or rules relating to, wages, benefits, employment, or termination of employment with any or all Debtors or any of their predecessors; (f) any antitrust laws; (g) any product liability or similar laws, whether state, federal, or otherwise; (h) any environmental laws, rules, or regulations, including, without limitation, under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601, et seq., or similar state statutes; (i) any bulk sales or similar laws; (j) any federal, state, or local tax statutes, rules, regulations, or ordinances, including, without limitation, the Internal Revenue Code of 1986, as amended; and (k) any federal or state common law doctrine of de facto merger, successor, transferee, or vicarious liability, substantial continuity liability, successor-in-interest liability theory, and/or any other theory of or related to successor liability. For the avoidance of doubt, Buyer shall not have (x) any liability with respect to any defined benefit pension plan, or (y) any withdrawal liability or liability with respect to any multiemployer plan, whether under a collective bargaining agreement or otherwise. 16. DIP Release. Immediately upon the later of (a) the indefeasible receipt by the DIP Agent (as defined in the DIP Order) (other than any contingent indemnity obligations that are not then due and payable) of an amount sufficient to pay the DIP Obligations (as defined in the DIP Order) in full in cash or pursuant to the Credit Bid in accordance with the Asset Purchase Agreement, or a combination thereof and (b) the Closing (the “DIP Lien Release Date”), the DIP Parties (i) shall be deemed to have automatically released all of the security interests, liens and

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pledges (including the DIP Liens (as defined in the DIP Order) and any other Claims on the DIP Collateral (as defined in the DIP Order)) securing the DIP Obligations or evidenced by the DIP Documents with no further action (the “DIP Release”) and (ii) are authorized and directed to take any such actions as may be reasonably requested by the Debtors to evidence the release of such security interests, liens and pledges, including the execution, delivery and filing or recording of such releases as may be reasonably requested by the Debtors or Buyer or as may be required in order to terminate any related financing statements, mortgages, mechanic’s liens, or lis pendens. Upon the DIP Lien Release Date (x) the Debtors shall be authorized and directed to execute and file such statements, instruments, or releases on behalf of the DIP Parties with respect to the DIP Release; (y) Buyer shall be authorized to file, register, or otherwise record a certified copy of this Order, which, once filed, registered or otherwise recorded, shall constitute conclusive evidence of the DIP Release; and (z) the DIP Parties shall be deemed to have released all claims (other than any contingent indemnity obligations that are not then due and payable) and liens against the DIP Loan Parties (as defined in the DIP Order). This Order is deemed to be in recordable form sufficient to be placed in the filing or recording system of each and every federal, state, or local government agency, department, or office. 17. Licenses. To the extent provided by section 525 of the Bankruptcy Code, no governmental unit may deny, revoke, suspend, or refuse to renew any permit, license, registration, governmental authorization or approval or similar grant, including, without limitation, those licenses listed on Exhibit E hereto (each, a “License”) relating to the operation of the Assets sold, transferred, or conveyed to Buyer on account of the filing or pendency of these Chapter 11 Cases or the consummation of the Sale Transaction(s) contemplated by the Asset Purchase Agreement and the Transaction Documents. To the maximum extent available under applicable law and to the

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extent provided for under the Asset Purchase Agreement, Buyer shall be authorized, as of the Closing, to operate under any License of the Debtors with respect to the Assets and, to the maximum extent available under applicable law, and to the extent provided for under the Transaction Documents, all such Licenses are deemed to have been, and are hereby directed to be, transferred to Buyer as of the Closing. For the avoidance of doubt, each of the Licenses issued by the California Department of Alcoholic Beverage Control (the “ABC”) for the purchase, service and sale of alcoholic beverages shall be transferred to Buyer or Buyer’s designee, subject to approval of the ABC. Pursuant to section 1107(a) of the Bankruptcy Code, the Debtors, in their capacity as debtors-in-possession in the Chapter 11 Cases, are the “trustee” of the Debtors’ estates for purposes of state, local, or municipal law or regulation applicable to the transfer of any License to Buyer or Buyer’s designee, including section 60(i) of title 4 of the California Code of Regulations. Alan Tantleff, in his capacity as the President of the Debtors, shall be authorized and hereby has the authority to execute, on behalf of the Debtors and all other current holders of the Licenses (if any), all documents and forms required by local liquor licensing authorities, including ABC, to transfer the Licenses to Buyer or Buyer’s designee, subject to approval by such authorities, as applicable. Buyer and/or Alan Tantleff are further authoritzed to submit a copy of this Order with any such transfer application to establish such authority for purposes of any state, local, or municipal law or regulation applicable to the transfer of any License to Buyer or Buyer’s designee, including section 60(i) of title 4 of the California Code of Regulations. All existing Licenses applicable to the business shall remain in place and, as applicable, shall be deemed renewed, for Buyer’s benefit until either new Licenses are obtained or existing Licenses are transferred in accordance with applicable administrative procedures. For the avoidance of doubt, pursuant to section 14.22 of the Asset Purchase Agreement, the Debtors shall reasonably cooperate

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with Buyer (at no cost or expense to the Debtors or cost or expense which Buyer agrees in writing to reimburse) prior to Closing in connection with Buyer’s efforts to transfer or obtain new Licenses. 18. Distribution and Application of Sale Proceeds. In accordance with the Asset Purchase Agreement, prior to the Closing, the Debtors shall provide to Buyer the pre-closing statement, which shall indicate, among other things, that, at the Closing, Buyer shall pay to (i) the DIP Agent, a portion of the Purchase Price in an amount sufficient to pay the DIP Obligations in full in cash, and (ii) the Debtors (in accordance with the terms of the Asset Purchase Agreement), the Purchase Price remaining due and owing under the Asset Purchase Agreement less the amount paid to the DIP Agent pursuant to clause (i) of this paragraph 18. Following the payments provided for in this paragraph, subject to paragraph 16 herein, all liens, claims, interests, and encumbrances that existed prior to Closing in or on the Assets shall attach to the remaining proceeds of the Sale Transaction in the same order of priority and with the same extent, validity, force, and effect that such liens, claims, interests, and encumbrances had prior to the Sale Transaction. 19. The Debtors shall deposit proceeds from the sale of the HIOR Hotel in the amount of $225,000.00 into an interest-bearing escrow account for the payment of the asserted secured claim of BBMK Contracting, LLC (“BBMK”) upon the allowance of such claim (the “BBMK Claim” ). The BBMK Claim shall attach to the funds held in such escrow account and shall be paid from such funds to the extent ultimately allowed. The Debtors and BBMK reserve all their rights with respect to all issues and disputes related to the allowance of the BBMK Claim, including the amount, priority, and secured status thereof. The Debtors and BBMK each acknowledge that the BBMK Claim is considered a “Claim” as defined herein.

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20. No Successor or Other Derivative Liability. By virtue of the Sale Transaction, neither Buyer nor any of its affiliates shall be deemed to have effected a consolidation, merger, or de facto merger of Buyer and any of its affiliates with or into any of the Debtors or their estates and Buyer and Buyer’s affiliates are not, and shall not be deemed, as a result of the consummation of the Sale Transaction(s): (a) to be a successor to any of the Debtors or their estates, (b) to be the successor of or successor employer (as described under COBRA and applicable regulations thereunder) to the Debtors, (i) including, without limitation, with respect to any collective bargaining agreements, any employee benefit plans, any employee “right to recall” laws including, without limitation, California Labor Code Section 2810.8 and any common law successorship liability, including with respect to withdrawal liability, (ii) and shall instead be, and be deemed to be, a new employer with respect to any and all federal or state unemployment laws, including any unemployment compensation or tax laws or any employee “right to recall” laws including, without limitation, California Labor Code Section 2810.8, or any other similar federal or state laws, (c) to be a mere continuation or substantial continuation of the Debtors or the enterprise(s) of the Debtors, or (d) to be liable for, or be subject to any obligations relating to, any acts or omissions of the Debtors in the conduct of their business or arising under or related to the Assets, other than as set forth in the Asset Purchase Agreement. To the maximum extent available under applicable law, Buyer’s acquisition of the Assets shall be free and clear of any “successor liability” claims and other types of transferee liability of any kind or character whatsoever, whether known or unknown, whether now existing or hereafter arising, whether asserted or unasserted, or whether fixed or contingent at the time of the Closing (other than, to the extent applicable, any Assumed Liabilities). The operations of Buyer and its affiliates shall not be deemed a continuation of the

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Debtors’ business operations, the Assets, or any Liabilities of any Debtor as a result of the acquisition of the Assets. 21. Assumption and Assignment of Designated Contracts and Designated Leases. Except as otherwise expressly provided herein, the Debtors are hereby authorized and directed in accordance with sections 105(a) and 365 of the Bankruptcy Code to assume and assign the Designated Contracts and Designated Leases designated by Buyer for assumption at the Closing pursuant to Section 2.5(b) of the Asset Purchase Agreement, which Designated Contracts and Designated Leases are set forth on Exhibits B and C annexed hereto, to Buyer free and clear of all Claims, and to execute and deliver to Buyer such documents or other instruments as may be necessary to assign and transfer the Designated Contracts and Designated Leases to Buyer as provided in the Asset Purchase Agreement. In the event the Debtors update the master list of executory contracts and unexpired leases after the entry of this Order, Buyer shall be permitted to identify any such executory contract or unexpired lease as a Designated Contract or Designated Lease to be assumed and assigned to Buyer at the Closing; provided, that such assumption and assignment shall be subject to the notice requirements in the Bidding Procedures Order. All executory contracts and unexpired leases that Buyer does not timely designate in writing for assumption pursuant to the Designated Contracts and Leases List (as defined in the Asset Purchase Agreement) shall not be considered a Designated Contract or a Designated Lease, as applicable, or an Asset or Asset-Related Property, and Buyer shall not be responsible for cure costs related to any executory contract or unexpired lease that is not a Designated Contract or Designated Lease, as applicable. Upon the assumption and assignment to Buyer of the applicable Designated Contracts and Designated Leases at the Closing and the payment of the applicable Cure Costs, Buyer shall be fully and irrevocably vested with all right, title, and interest of the relevant Debtors

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in, to, and under the Designated Contracts and Designated Leases and, pursuant to section 365(k) of the Bankruptcy Code, the Debtors shall be relieved from any further liability with respect to the Designated Contracts and Designated Leases, except as provided in the Asset Purchase Agreement and the Transaction Documents. Except as otherwise specifically provided for by order of this Court, the Designated Contracts and Designated Leases shall be transferred to, and remain in full force and effect for the benefit of, Buyer in accordance with their respective terms, including all rights of Buyer as the assignee of the Designated Contracts and Designated Leases, notwithstanding any provision in any Designated Contract or Designated Lease (including, without limitation, those of the type described in sections 365(e)(1) and (f) of the Bankruptcy Code) that prohibits, restricts, or conditions such assignment or transfer, including any provision that prohibits or conditions the assignment or sublease of a Designated Contract or Designated Lease (including, without limitation, the granting of a lien therein) or allows the non-Debtor counterparty thereto to terminate, recapture, impose any penalty, condition on renewal or extension, or modify any term or condition upon such assignment or sublease, which shall constitute an unenforceable anti-assignment provision that is void and of no force and effect in connection with the transactions contemplated pursuant to this Order and the Asset Purchase Agreement. There shall be no, and all non-Debtor counterparties to any Assumed Contract are forever barred and permanently enjoined from raising or asserting against the Debtors or Buyer any, default, breach, termination, claim, penalty, pecuniary loss, rent or other acceleration of amount due thereunder, escalation, assignment fee, increase, or any other fee charged to Buyer or the Debtors as a result of (a) any Debtor’s financial condition, bankruptcy, or failure to perform any of its obligations under the relevant Designated Contracts and Designated Leases; or (b) the assumption or assignment of the

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Designated Contracts and Designated Leases in accordance with this Order and the Asset Purchase Agreement. 22. For avoidance of doubt, (i) the Debtors’ postpetition agreements with Holiday Hospitality Franchising, LLC and its affiliates (collectively, “IHG”) authorized by the Order Granting Debtors’ Motion, Pursuant To Sections 363(B) And 503(B) Of The Bankruptcy Code, Seeking Entry Of Order (I) Authorizing Debtor UCHIDH, LLC To Enter Into And Perform Under Postpetition IHG Agreements, (II) Granting Administrative Expense Status To Payments Under Postpetition IHG Agreements, And (III) Granting Related Relief [Docket No. 656] (the “Postpetition IHG Agreements”) are not modified by this Sale Order and IHG’s and the Debtors’ rights and remedies under the Postpetition IHG Agreements are retained and entirely unaffected by this Sale Order, and (ii) no IHG agreement or any intellectual property of IHG (or its affiliates) is being assumed, assigned, or in any way transferred to Buyer and all rights of IHG (and its affiliates) with respect to its trademarks, service marks, trade dress, and intellectual property of any kind or nature whatsoever are preserved. Notwithstanding the foregoing in this paragraph 22, neither the Debtors nor IHG (or any of its affiliates) shall have any rights or remedies against Buyer with respect to the IHG Pre-petition License Agreements or the Postpetition IHG Agreements. 23. Nothing in this Order, the Asset Purchase Agreement, or any documents related to any of the foregoing shall be construed to: (i) authorize or permit the Buyer’s assumption and assignment of any (a) surety bonds issued by Philadelphia Indemnity Insurance Company (“Philadelphia”) on behalf or at the request of the Debtors ( “Philadelphia Surety Bonds”) or (b) indemnity agreements executed by the Debtors in favor of Philadelphia (“Philadelphia Indemnity Agreements”), (ii) obligate Philadelphia to replace any Philadelphia Surety Bonds in connection

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with the Sale Transaction, or (iii) provide Philadelphia's consent to the involuntary substitution of any principal under any Philadelphia Surety Bonds or Philadelphia Indemnity Agreements. For the avoidance of doubt, (i) nothing in this Order or the Asset Purchase Agreement shall be deemed to alter, limit, expand, modify, prejudice, waive, or release any of Philadelphia’s rights in connection with the Philadelphia Surety Bonds or the Philadelphia Indemnity Agreements, and (ii) the Buyer shall not be liable for any obligations or liabilities of the Debtors, or Claims by Philadelphia, arising from or related to the Philadelphia Surety Bonds or the Philadelphia Indemnity Agreements. 24. Cure Costs. All Cure Costs that have not been waived shall be determined in accordance with the Bidding Procedures Order or this Order and paid by Buyer in accordance with the terms of the Asset Purchase Agreement. Assumption and payment of the Cure Costs by Buyer shall be in full satisfaction and cure of any and all monetary defaults under the Designated Contracts and Designated Leases and is deemed to fully satisfy the Debtors’ obligations under sections 365(b) and 365(f) of the Bankruptcy Code. Upon the assumption by a Debtor and the assignment to Buyer of any Designated Contract or Designated Lease, and the payment of any applicable Cure Costs, each non-Debtor counterparty to the Designated Contracts and Designated Leases is forever barred, estopped, and permanently enjoined from (a) asserting against the Debtors or Buyer, their affiliates, successors, or assigns, or the property of any of them, any default existing as of the effective date of such assumption and assignment, and (b) exercising any rights or remedies against any Debtor or Buyer based on an asserted default that occurred on, prior to, or as a result of, the effective date of such assumption and assignment, including the type of default specified in section 365(b)(1)(A) of the Bankruptcy Code. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Asset Purchase Agreement, the

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Buyer shall be liable for all obligations and liabilities under the Designated Contracts and Designated Leases to the extent such obligations or liabilities arise after the Closing. 25. Cure Costs Final. To the extent a non-Debtor counterparty to the Designated Contracts and Designated Leases has failed to timely object to a Cure Cost, such Cure Cost has been and shall be deemed to be finally determined and any such non-Debtor counterparty shall be prohibited from challenging, objecting to, or denying the validity and finality of the Cure Cost at any time. Consistent with the Bidding Procedures Order, the non-Debtor counterparty to a Designated Contracts and Designated Leases is bound by the applicable Cure Cost and, upon payment of such Cure Cost as provided herein or in the Asset Purchase Agreement, is hereby enjoined from taking any action against Buyer with respect to any claim for cure under the Designated Contracts and Designated Leases. To the extent no timely Cure Objection or Adequate Assurance Objection has been filed and served with respect to a Designated Contract or Designated Lease, the non-Debtor counterparty to such Designated Contract or Designated Lease is deemed to have consented to the assumption and assignment of the Designated Contracts or Designated Leases to Buyer. 26. Cure Objections. The Debtors, in consultation with Buyer, shall settle the objection of a counterparty to a Disputed Contract or shall litigate such objection under such procedures as this Court shall approve. The Debtors shall not settle a disputed Cure Cost for an amount in excess of $5,000, individually, and $75,000, in the aggregate, of the Debtors’ estimated Cure Cost for such Contract or Lease with regard to any Contract or Lease that has been, as of the date of such settlement, designated as a Designated Contract or Designated Lease, as applicable, without the express written consent of Buyer (acting reasonably). Upon a final order determining any Cure Costs regarding any Disputed Contract after the Closing, Buyer shall have the option to (x) pay

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the Cure Cost with respect to such Disputed Contract and assume the Disputed Contract as a Designated Contract or Designated Lease, as applicable, or (y) remove the Disputed Contract as a Designated Contract or Designated Lease, as applicable, and shall not be responsible for the Cure Cost. 27. Assignment in Good Faith. The assignments of each of the Designated Contracts and Designated Leases are made in good faith under sections 363(b) and (m) of the Bankruptcy Code. 28. Obligations Through Assumption. The Debtors’ obligations, if any, to counterparties of unexpired leases of nonresidential real property pursuant to Section 365(d)(3) (as may be modified by other orders of the Court) through the effective date of assumption and assignment or rejection of such leases in accordance with the designation rights procedures in the Asset Purchase Agreement shall not be affected or modified by this Order. 29. Designated Contracts and Designated Leases Enforceable. The failure of the Debtors or Buyer to enforce at any time one or more terms or conditions of any of the Designated Contracts and Designated Leases shall not be a waiver of such terms or conditions, or of the Debtors’ and Buyer’s rights to enforce every term and condition of the Designated Contracts and Designated Leases. 30. Q34 Settlement. The Debtors, Q34, and Buyer have agreed to resolve certain disputes among the parties (including Q34’s Objection to Supplemental Notice of Cure Costs and Potential Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection with Sale Transaction [Docket No. 591] and Objection to Motion of Debtors for Entry of Orders (I) Approving (A) Bidding Procedures, (B) Designation of Stalking Horse and Stalking Horse Protections, (C) Form and Manner of Notice of Sale, Auction and Sale Hearing and (D)

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Assumption and Assignment Procedures, (II) Scheduling Auctions and Sale Hearing, (III) Approving (A) Sale of Substantially All of Debtors’ Assets Free and Clear of Liens, Claims, Interests and Encumbrances and (B) Assumption and Assignment of Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Docket No. 707] on the following terms, as hereby approved and so ordered by the Court: i. the Amended and Restated Reciprocal Easement Agreement, dated November 10, 2016, and the related Agreement for Hotel Owner’s Consent and Approval to Work and Pay under Amended and Restated Reciprocal Easement Agreement, dated July 31, 2019, (together, the “REA”) are easements appurtenant to the HIDH Land, which is transferable to Buyer in connection with the MP Sale Transaction, and shall be binding on Buyer and Q34 from and after the closing of the MP Sale Transaction relating to the HIDH Hotel (the “HIDH Closing”), including all payment obligations contained therein; provided, that, for the avoidance of doubt, Buyer shall not be responsible for any obligations under the REA prior to the HIDH Closing other than with respect to the payment obligations set forth in clauses (vi) and (vii) of this paragraph 30; ii. the REA shall hereby be deemed to be removed from the Debtors’ Third Supplemental Notice of Cure Costs and Potential Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection with the Sale Transaction [Docket No. 682] and the Debtors shall not reject the REA pursuant to the Debtors’ (I) Notice of Designated Contracts and (II) Motion, Pursuant to Bankruptcy Code Section 365(b), Seeking Entry of an Order (A) Authorizing Debtors to Reject Non-Designated Contracts as of the Date Specified Herein and (B) Granting Related Relief [Docket No. 753] or any other motions to reject executory contracts and unexpired leases; provided, that notwithstanding the Debtors’ failure to reject the REA, neither the Debtors nor the Debtors’ estates shall be liable for any amounts that are due now or which may become due in the future under the REA except for the Allowed Claim set forth in clause (iii) of this paragraph 30; iii. Q34 shall have an allowed secured claim against Debtor UCHIDH, LLC in the amount of $231,750.11 (the “Current Claim”) plus the Debtors’ pro rata share of the actual and documented parking garage repair costs due pursuant to the REA arising from May 18, 2021 through and including the date of the HIDH Closing, in an amount not to exceed $75,000 (the “Additional Repair Costs” and, together with the Current Claim, the “Allowed Claim”); provided, that such amount of Additional Repair Costs shall be subject to adjustment by mutual agreement of the Debtors, Buyer, and Q34 in the event the HIDH Closing does not occur on or prior to June 30, 2021;

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iv. Q34 agrees that the Allowed Claim constitutes its entire claim against the Debtors arising out of or related to the REA and expressly waives any attorneys’ fees incurred on or before the HIDH Closing that Q34 may otherwise be entitled to recover pursuant to the REA; v. within three (3) business days after the HIDH Closing, the Debtors shall pay to Q34 the Allowed Claim by wire transfer of immediately available funds from proceeds of the MP Sale Transaction; vi. within three (3) business days after the HIDH Closing, the Buyer shall pay to Q34 $105,000 by wire transfer of immediately available funds; vii. within three (3) business days after the payment of the Allowed Claim by the Debtors, the Buyer shall reimburse the Debtors for 60% of the Additional Repair Costs by wire transfer of immediately available funds; viii. upon approval of this paragraph 30 by the Bankruptcy Court and occurrence of the HIDH Closing, each of the Debtors, Q34, and Buyer shall be deemed to release each other with respect to any and all claims arising out of or related to the REA prior to the HIDH Closing, including any avoidance actions; provided, that nothing in this clause (viii) shall be construed to release the Debtors, Q34, or Buyer from the obligations contained in this paragraph 30; ix. notwithstanding anything to the contrary in this Order, any Cure Notice, or any motion to reject an executory contract or unexpired lease, or any document related to the foregoing, the Court makes no finding or determination as to the nature of the REA, including, without limitation, whether the REA is an executory contract that may be assumed or rejected; and (ii) this paragraph 30 shall constitute the entire agreement and understanding of the Debtors, Q34, and Buyer relating to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof; provided, that this paragraph 30 shall not be construed as an amendment of any of the terms of the REA binding upon Q34 and Buyer from and after the HIDH Closing. 31. Causes of Action. For the avoidance of doubt, no Causes of Action (as defined in the Asset Purchase Agreement) are being sold as part of the Sale Transaction(s). 32. Statutory Mootness. The transactions contemplated by the Asset Purchase Agreement and the other Transaction Documents are undertaken by Buyer without collusion and in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and were negotiated

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by the parties at arm’s length and, accordingly, the reversal or modification on appeal of the authorization provided herein of the Sale Transaction(s) shall neither affect the validity of the Sale Transaction(s) nor the transfer of the Assets to Buyer free and clear of Claims, unless such authorization is duly stayed before the Closing Date pending such appeal. Buyer is a good faith purchaser of the Assets and is entitled to all of the benefits and protections afforded by section 363(m) of the Bankruptcy Code. The Debtors and Buyer will be acting in good faith if they proceed to consummate the Sale Transaction(s) at any time after entry of this Order. 33. No Avoidance of Asset Purchase Agreement. The Asset Purchase Agreement and the Sale Transaction(s) shall not be avoidable under section 363(n) of the Bankruptcy Code, and no party shall be entitled to any damages or other recovery pursuant to section 363(n) of the Bankruptcy Code in respect of the Asset Purchase Agreement or the Sale Transaction. 34. Modification of Asset Purchase Agreement. Subject to the terms of the Transaction Documents, including the Asset Purchase Agreement, and any related agreements, documents, or other instruments, the Transaction Documents may be modified, amended, or supplemented by the parties thereto, in a writing signed by the party against whom enforcement of any such modification, amendment, or supplement is sought, and in accordance with the terms thereof, without further order of this Court; provided that, notwithstanding any such modification, amendment, or supplement, the sale of the Assets to Buyer will still comply with the requirements of section 363 of the Bankruptcy Code; and, provided, further, that no material modifications, amendments or supplements adversely affecting the Debtors’ estates shall be made without notice to the Court, the Creditors’ Committee, and the Prepetition Administrative Agent, and such material modifications, amendments or supplements shall be subject to Court order while the Chapter 11 Cases remain pending.

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35. Waiver of Bankruptcy Rules 6004(h) and 6006(d). Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d) or any applicable provisions of the Local Rules, this Order shall not be stayed after the entry hereof, but shall be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is hereby expressly waived and shall not apply. The Debtors and Buyer intend to close the Sale Transaction as soon as practicable. Any party objecting to this Order must exercise due diligence in filing an appeal and pursuing a stay within the time prescribed by law and prior to the Closing, or risk its appeal will be foreclosed as moot. 36. Binding Effect of this Order. The terms and provisions of the Asset Purchase Agreement and this Order shall be binding in all respects upon, or shall inure to the benefit of, the Debtors, their estates and their creditors, Buyer and its affiliates, successors, and assigns, and any affected third parties, including all Persons asserting Claims, notwithstanding any subsequent appointment of any trustee, examiner, or receiver under any chapter of the Bankruptcy Code or any other law, and all such provisions and terms shall likewise be binding on such trustee, examiner, or receiver and shall not be subject to rejection or avoidance by the Debtors, their estates, their creditors or any trustee, examiner, or receiver. Any trustee appointed for the Debtors under any provision of the Bankruptcy Code, whether the Debtors are proceeding under chapter 7 or chapter 11 of the Bankruptcy Code, shall be authorized to (a) operate the business of the Debtors to the fullest extent necessary to permit compliance with the terms of the Transaction Documents and (b) perform under the Transaction Documents without the need for further order of this Court. Nothing contained in any chapter 11 plan confirmed in the Debtors Chapter 11 Cases or any subsequent order of this Court, including, without limitation, any order confirming any such chapter 11 plan, any order authorizing the sale of assets of the Debtors pursuant to any other section

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of the Bankruptcy Code, and any order approving wind-down or dismissal of any Debtors’ chapter 11 case or any subsequent chapter 7 case shall change, supersede, abrogate, nullify, restrict, or conflict with the provisions of the Asset Purchase Agreement, the Transaction Documents, or this Order, or in any way prevent or interfere with the consummation or performance of the Sale Transaction. 37. Conflicts; Precedence. In the event that there is a direct conflict between the terms of this Order and the terms of the Transaction Documents, the terms of this Order shall control. The failure to specify or include any particular provisions of the Asset Purchase Agreement or the Transaction Documents in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of this Court that the Asset Purchase Agreement, the Transaction Documents, and the Sale Transaction be authorized and approved in their entirety. 38. Automatic Stay. Buyer shall not be required to seek or obtain relief from the automatic stay under section 362 of the Bankruptcy Code to enforce any of its remedies under the Transaction Documents or any other sale-related document. The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the provisions of this Order. 39. Provisions Non-Severable. The provisions of this Order are non-severable and mutually dependent. 40. Discharge of Indebtedness. Any discharge of indebtedness that might otherwise be recognized for U.S. income tax purposes as income from discharge of indebtedness by the Debtors as a result of the performance of any obligation or taking of any other action contemplated by the Asset Purchase Agreement, and any discharge or release of indebtedness as result of the Asset Purchase Agreement, is hereby granted by the Court.

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41. Retention of Jurisdiction. This Court shall retain jurisdiction to, among other things, (a) interpret, enforce, and implement the terms and provisions of this Order and the Asset Purchase Agreement (including all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith) and (b) adjudicate disputes related to this Order and the Asset Purchase Agreement (including all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith). 42. Final Basis. The relief requested in the Motion is granted on a final basis as set forth herein. Any objections to the Motion with respect to the entry of this Final Order that have not been withdrawn, waived or settled are hereby denied and overruled on the merits. This Final Order shall become effective immediately upon its entry. Dated: May 28th, 2021 CHRISTOPHER S. SONTCHI Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE

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