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Full title: Joinder to UMB BANK N.A.S MOTION FOR ORDER (A) PURSUANT TO SECTION 1112(b) OF THE BANKRUPTCY CODE DISMISSING CHAPTER 11 CASE OR, ALTERNATIVELY, (B) MODIFYING THE AUTOMATIC STAY TO ALLOW UMB TO RECOVER POSSESSION OF COLLATERAL Filed by THERESA A DRISCOLL on behalf of Dime Community Bank, formerly known as BNB Bank (related document(s)535). (Attachments: # 1 Exhibit A) (DRISCOLL, THERESA) (Entered: 04/20/2021)

Document posted on Apr 19, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

(“Dime”), as successor in interest to The Bridgehampton National Bank, hereby files this Joinder to the Motion filed by UMB Bank, N.A. as Indenture Trustee, for Order (A) Notwithstanding that the Debtor filed its proposed plan together with its voluntary chapter 11 petition, it has neither proposed a plan acceptable to its only significant stakeholders- UMB and Dime- nor achieved confirmation.Now, in response to the Motion, the Debtor conveniently argues to this Court that valuation is not a case-dispositive issue and the Debtor may well be able to confirm a plan even with a $66 million collateral valuation (as to the real property alone).Since the filing of the Motion and oppositions thereto, on April 6, 2021, the District Court issued a twelve-page memorandum opinion and entered an order thereon affirming this Court’s December 4, 2020 order determining the value of the Debtor’s real property for purposes of its cramdown chapter 11 plan to be $66 million [Based upon the foregoing, Dime respectfully joins in the Motion and requests this Court to overrule the objections thereto and enter an order (a) dismissing the Debtor’s chapter 11 case or, alternatively, (b) modifying the automatic stay to allow UMB to recover possession of its collateral and otherwise exercise state law rights and remedies in respect thereof, and (c) granting such other relief as the Court deems appropriate.

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UNITED STATES BANKRUPTCY COURT FOR EASTERN DISTRICT OF PENNSYLVANIA __________________________________________ In re : : Case No.: 20-11285-mdc Museum of American Jewish History, d/b/a : Chapter 11 National Museum of American Jewish History : : Debtor. : __________________________________________: JOINDER OF DIME COMMUNITY BANK TO UMB BANK N.A.’S MOTION FOR ORDER (A) PURSUANT TO SECTION 1112(b) OF THE BANKRUPTCY CODE DISMISSING CHAPTER 11 CASE OR, ALTERNATIVELY, (B)MODIFYING THE AUTOMATIC STAY TO ALLOW UMB TO RECOVER POSSESSION OF COLLATERAL Dime Community Bank, formerly known as BNB Bank1 (“Dime”), as successor in interest to The Bridgehampton National Bank, hereby files this Joinder to the Motion filed by UMB Bank, N.A. as Indenture Trustee, for Order (A) Pursuant to Section 1112(b) of the Bankruptcy Code Dismissing this Chapter 11 Case, Alternatively, (B) Modifying the Automatic Stay to Allow UMB to Recover Possession of Collateral [Dkt. 535] (the “Motion”), and in support thereof states as follows: ARGUMENT It is now more than thirteen (13) months since this case was filed and the Debtor’s path toward a successful emergence from chapter 11 is far from clear. Notwithstanding that the Debtor filed its proposed plan together with its voluntary chapter 11 petition, it has neither proposed a plan acceptable to its only significant stakeholders- UMB and Dime- nor achieved confirmation. In its opposition to the Motion, the Debtor boldly blames UMB and Dime for its own lack of progress in this case because, as the holders of more than $17 million of secured 1 On February 1, 2021 (“Merger Date”), Dime Community Bank merged with and into BNB Bank. Effective as of the Merger Date, BNB Bank changed its name to Dime Community Bank.

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debt, they sought a fair and balanced trial on valuation (as opposed to the three hour hearing the Debtor initially contemplated). Prior to and immediately following the valuation trial before this Court, the Debtor and the Series B Bondholders argued that the Debtor’s ability to confirm a plan was contingent upon a low valuation of its real property.2 According to the Debtor, the “valuation of the building owned by the Museum is the pivotal issue in the Bankruptcy Case.” See Proposed Findings of Fact and Conclusions of Law Submitted by the Debtor [Dkt. 410], ¶ 1 (emphasis added). According to the Series B Bondholders, “should the Court find in favor of the approaches advocated by the Indenture Trustee and Series A Bondholder . . . , such a valuation would effectively render any successful reorganization efforts unattainable and likely result in the liquidation of the Real Property.” See Post-Trial Memorandum of the Series B Bondholders with Respect to the Debtor’s Motion for Entry of an Order Determining the Value of the Debtor’s Real Property [Dkt. 412], ¶ 1 (emphasis added). More recently, on appeal to the District Court, the Debtor argued that this Court’s valuation decision was “case-dispositive” and acknowledged that it can “no longer proceed with its proposed plan.” See Motion for Expedited Appeal [Dkt. 2] at ¶ 16 (E.D. Pa. Case No. 20-cv-06341). A copy of the Motion for Expedited Appeal is attached hereto as Exhibit A. Now, in response to the Motion, the Debtor conveniently argues to this Court that valuation is not a case-dispositive issue and the Debtor may well be able to confirm a plan even with a $66 million collateral valuation (as to the real property alone). Importantly, no such plan has been proposed or filed with this Court for consideration. 2 The Debtor’s Fourth Amended Plan was premised upon a value of its real property of only $10.5 million. See Disclosure Statement in Respect of the Debtor’s Fourth Amended Plan [Dkt. 354], pp. 21; 44 (“In the event the Bankruptcy Court concludes that the value of the collateral for the Class A and Class B claims greatly exceeds $10,500,000, then the Debtor may consider alternatives to the Plan as currently drafted.”).

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Since the filing of the Motion and oppositions thereto, on April 6, 2021, the District Court issued a twelve-page memorandum opinion and entered an order thereon affirming this Court’s December 4, 2020 order determining the value of the Debtor’s real property for purposes of its cramdown chapter 11 plan to be $66 million [E.D. Pa. Case No. 20-06341, Dkt. 26; 27] (the “District Court Decision”).3 On April 16, 2021, the Debtor filed a notice of appeal of the District Court Decision. Other than the filing of appeals of this Court’s valuation decision, the Debtor has made no demonstrable progress toward moving this case forward to a successful conclusion. Further concerning is the Debtor’s pattern of continuing losses throughout this case and as most recently reflected in its February operating report. See Monthly Operating Report for February 2021 [Dkt. 571] (reflecting monthly loss of -$314,131). Chapter 11 does not give a debtor carte blanche to indefinitely deprive secured creditors of their bargained for contractual remedies in the absence of a reasonable likelihood for a successful reorganization. Here, the Debtor should not be permitted to put its chapter 11 case on hold for an indeterminate period of time to allow it to pursue–and exhaust–its appellate remedies. With the Debtor’s most recent appeal to the Third Circuit, it could be months if not longer before a further appellate decision is reached. Accordingly, Dime respectfully submits that the Debtor’s inability to propose a confirmable plan and lack of meaningful progress towards a viable exit in this case, coupled with its continuing operating losses, constitute cause to dismiss this case or, alternatively, modify the automatic stay under section 362(d)(1) of the Bankruptcy Code. Dime hereby joins and adopts the factual statements, legal positions, and relief requested in the Motion as if such factual statements, legal positions, and relief were fully set forth in this Joinder. 3 Indeed, the District Court viewed the facts and legal arguments so clear and adequately presented based on the papers submitted that oral argument would have been of no aid to the Court and, on that basis, issued its decision and cancelled the oral argument that had been scheduled for the following week.

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RESERVATION OF RIGHTS Dime reserves its rights, in its sole discretion, to amend, modify, or supplement this Joinder and any of the arguments or concerns raised in this Joinder at any time, including at the hearing to consider the Motion. CONCLUSION Based upon the foregoing, Dime respectfully joins in the Motion and requests this Court to overrule the objections thereto and enter an order (a) dismissing the Debtor’s chapter 11 case or, alternatively, (b) modifying the automatic stay to allow UMB to recover possession of its collateral and otherwise exercise state law rights and remedies in respect thereof, and (c) granting such other relief as the Court deems appropriate. Dated: April 20, 2021 MORITT HOCK & HAMROFF LLP By: /s/ Theresa A. Driscoll Theresa A. Driscoll 400 Garden City Plaza Garden City, NY 11530 (516) 873-2000 tdriscoll@moritthock.com awidell@moritthock.com Attorneys for Dime Community Bank, formerly known as BNB Bank

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