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Full title: Motion to Approve Disclosure Statement (II) Procedures for the Solicitation and Tabulation of Votes to Accept or Reject the Debtor's Chapter 11 Plan; and (III) Related Notice and Objection Procedures. Filed by Museum of American Jewish History, d/b/a National Museum of American Jewish History Represented by PETER C. HUGHES (Counsel). (Attachments: # 1 Exhibit A - Form of Ballots # 2 Exhibit B - Proposed Confirmation Hearing Notice # 3 Proposed Order) (HUGHES, PETER) (Entered: 07/02/2021)

Document posted on Jul 1, 2021 in the bankruptcy, 18 pages and 0 tables.

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f. If the Debtor has filed an objection to a claim before the Voting Deadline, the Debtor proposes that such Claim be disallowed for voting purposes only and not for purposes of allowance or distribution, except to the extent and in the manner as may be set forth in such objection; g. Notwithstanding anything to the contrary contained herein, (i) any creditor who has filed or purchased duplicate Claims that are classified under the Plan in the same Class, shall be provided with only one Solicitation Package and one Ballot for voting a single Claim in such Class, regardless of whether the Debtor has objected to such duplicate Claims; and (ii) if a proof of claim amends or supersedes a proof of claim filed by or on behalf of the same creditor, such proof of claim shall supersede the prior proof of claim for voting and tabulation purposes; and If any creditor seeks to challenge the allowance of its Claim for voting purposes in accordance with the above procedures, the Debtor requests that the Court direct such creditor to serve on counsel for the Debtor and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim in a different amount for purposes of voting to accept or reject the Plan no later than the Voting Record Date.The Debtor further proposes, in accordance with Bankruptcy Rule 3018(a), that as to any creditor filing such a motion, such creditor’s Ballot should not be counted unless temporarily allowed by the Court for voting purposes, after notice and a hearing.The Debtor further proposes that, without further order of the Court, the following Ballots not be counted or considered for any purpose in determining whether the Plan has been accepted or rejected: (a) any Ballot that is properly completed, executed and timely returned to the Voting Agent, but does not indicate an acceptance or rejection of the Plan or that indicates both an acceptance and rejection of the Plan; (b) any Ballot actually received by the Voting Agent after the Voting Deadline, unless the Debtor shall have granted in writing an extension of the Voting Deadline with respect to such Ballot; (c) any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; (d) any Ballot cast by a person or entity that does not hold a Claim in a Class that is entitled to vote to accept or reject the Plan; (e) any Ballot cast for a Claim scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (f) unless expressly authorized by the Approval Order, any unsigned or non-originally signed Ballot; (g) any Ballot sent directly to the Debtor, its agents (other than the Voting Agent) or the Debtor’s financial or legal advisors or to any party other than the Voting Agent; (h) any Ballot cast for a Claim that has been disallowed (for voting purposes or otherwise); and (i) unless expressly authorized in the Approval Order, any Ballot transmitted to

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UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In re: : : Chapter 11 : : Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : Debtor. DEBTOR’S MOTION FOR ENTRY OF AN ORDER APPROVING (I) DISCLOSURE STATEMENT; (II) PROCEDURES FOR THE SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE DEBTOR’S CHAPTER 11 PLAN; AND (III) RELATED NOTICE AND OBJECTION PROCEDURES The above-captioned debtor and debtor in possession (the “Debtor” or the “Museum”) hereby moves (this “Motion”) the Court for the entry of an order substantially in the form of the proposed order submitted herewith approving: (I) the Disclosure Statement With Respect to the Fifth Amended Chapter 11 Plan dated July 2, 2021 (as may be amended, the “Disclosure Statement”); (II) procedures for the solicitation and tabulation of votes to accept or reject the Debtor’s Fifth Amended Chapter 11 Plan dated July 2, 2021 (as may be amended, the “Plan”);1and (III) related notice and objection procedures, including dates for hearings and objections with respect to the approval of the Disclosure Statement and confirmation of the Plan. In support of this Motion, the Debtor respectfully states as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). 2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 1 Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Plan.

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3. The statutory and rule based predicates for the relief requested herein are sections 1125, 1126 and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3017, 3018, and 3020, and Rules 2002-1 and 3017-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Pennsylvania (the “Local Rules”). BACKGROUND 4. The Museum is a Pennsylvania non-profit corporation that operates a history museum presenting educational and public programs that preserve, explore and celebrate the history of Jews in America. The Museum is located on Independence Mall at 101 South Independence Mall East, Philadelphia, PA. 5. On March 1, 2020 (the “Petition Date”), the Debtor filed a voluntary petition for relief with the Court under chapter 11 of title 11 of the Bankruptcy Code. The Debtor is operating its organization and managing its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in this chapter 11 case (the “Chapter 11 Case”) and, as of the date of the filing of this Motion, no official committees have been appointed or designated. 6. The factual background relating to the Debtor’s commencement of this Chapter 11 Case is set forth in detail in the Declaration of Paul Waimberg In Support of First Day Motions (the “First Day Declaration”) filed on March 1, 2010 [Dkt. No. 17] and incorporated herein by reference. 7. On July 2, 2021, the Debtor filed a Fifth Amended Plan of Reorganization and the related Disclosure Statement. The Plan provides for the reorganization of the Debtor and the resolution of all outstanding Claims against, and Interests in, the Debtor.

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8. By this Motion, the Debtor proposes and requests that the Court establish the following dates with respect to the approval of the Disclosure Statement and the confirmation of the Plan: a. August 2, 2021: Deadline for objections to adequacy of the Disclosure Statement. b. August 11, 2021 at 11:30 a.m.: Hearing to approve the Disclosure Statement;. c. September 21, 2021: Deadline for submission of ballots on the Plan. d. September 21, 2021: Deadline for objections to confirmation of the Plan. e. September 30, 2021: Earliest date for hearing to consider confirmation of the Plan; actual date and time to be determined by the Court’s availability and availability of counsel. 9. The Debtor believes that this proposed timeline is appropriate under the circumstances and will provide creditors and parties in interest with sufficient notice and adequate time to review the Plan and the Disclosure Statement, and determine, after such review, whether to vote to accept or reject the Plan. In addition, it will allow the Debtor to resolve its chapter 11 case, maximizing value for the benefit of all creditor constituencies. 10. The Debtor further asserts that the Disclosure Statement provides adequate information as required by section 1125 of the Bankruptcy Code, and that the solicitation materials for which the Debtor seeks approval hereby will provide for proper solicitation of votes on the Plan as contemplated by the Bankruptcy Code, Bankruptcy Rules and the Local Rules. RELIEF REQUESTED 11. By this Motion and pursuant to sections 105, 502, 1125, 1126 and 1128 of the Bankruptcy Code and Rules 2002, 3017, 3018 and 3020 of the Bankruptcy Rules, the Debtor seeks the entry of an order (the “Approval Order”) approving: (a) the Disclosure Statement;

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procedures for the solicitation and tabulation of votes to accept or reject the Plan; and related notice and objection procedures, including the hearing and other dates set forth above. ARGUMENT I. The Disclosure Statement Contains Adequate Information and Should Be Approved 12. The Debtor requests that the Disclosure Statement be approved as providing “adequate information” within the meaning of section 1125 of the Bankruptcy Code. Under section 1125 of the Bankruptcy Code, a debtor must provide its creditors and interest holders with “adequate information” regarding the debtor’s proposed plan of reorganization: “[A]dequate information” means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor’s books and records, including a discussion of the potential material Federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan .... [I]n determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information .... § 1125(a)(1). 13. Thus, a debtor’s disclosure statement must, as a whole, provide information that is “reasonably practicable” to permit an “informed judgment” by creditors and interest holders entitled to vote on the debtor’s plan of reorganization. See Abel v. Shugrue (In re Ionosphere Clubs, Inc.), 179 B.R. 24, 29 (S.D.N.Y. 1995); In re Amfesco Indus., Inc., No. CV 88-2952 (JBW), 1988 WL 141524, at *5 (E.D.N.Y. Dec. 21, 1988) (stating that “[u]nder section 1125 of the Bankruptcy Code, a reasonable and typical creditor or equity security holder must be provided ‘adequate information’ to make an informed judgment regarding a proposed plan.”);

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BSL Operating Corp. v. 125 E. Taverns, Inc. (In re BSL Operating Corp.), 57 B.R. 945, 950 (Bankr. S.D.N.Y. 1986) (stating that “[s]ection 1125 might be described as a non-rigid ‘how to inform’ section .... A disclosure statement ... is evaluated only in terms of whether it provides sufficient information to permit enlightened voting by holders of claims or interests.”); see also In re Copy Crafters Quickprint, Inc., 92 B.R. 973, 979 (Bankr. N.D.N.Y. 1988) (the adequacy of a disclosure statement is to be “determined on a case-specific basis under a flexible standard that can promote the policy of chapter 11 towards fair settlement through a negotiation process between informed interested parties.”). 14. The Court has broad discretion in determining whether a disclosure statement contains adequate information. See Mabey v. Sw. Elec. Power Co. (In re Cajun Elec. Power Coop.), 150 F.3d 503, 518 (5th Cir. 1998); In re Worldcom, Inc., No. M-47 HB, 2003 WL 21498904, at *10 (S.D.N.Y. Jun. 30, 2003) (stating that “[t]he determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court.”) (quoting Ionosphere, 179 B.R. at 29); Kirk v. Texaco, Inc., 82 B.R. 678, 682 (S.D.N.Y. 1988) (stating that “[t]he legislative history could hardly be more clear in granting broad discretion to bankruptcy judges under § 1125(a): ‘Precisely what constitutes adequate information in any particular instance will develop on a case-by-case basis. Courts will take a practical approach as to what is necessary under the circumstances of each case ....’”) (quoting H.R. Rep. No. 595, at 408-09 (1977), reprinted in 1978 U.S.C.C.A.N. 5787, 6365). This grant of discretion was intended to permit courts to tailor the disclosures made in connection with a plan of reorganization to facilitate the effective reorganization of debtors in a broad range of businesses and circumstances. See H.R. Rep. No. 595, at 408-09 (1977), reprinted

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in 1978 U.S.C.C.A.N 5963, 6364-65 (“In reorganization cases, there is frequently great uncertainty. Therefore, the need for flexibility is greatest.”). 15. Accordingly, the determination of the adequacy of information in a disclosure statement must be made on a case-by-case basis, focusing on the unique facts and circumstances of each case. In that regard, courts generally examine whether a disclosure statement contains, as applicable, the following types of information: a. the circumstances that gave rise to the filing of the bankruptcy petition; b. a complete description of the available assets and their value; c. the source of the information provided in the disclosure statement; d. a disclaimer, which typically indicates that no statements or information concerning the debtor or its assets or securities are authorized, other than those set forth in the disclosure statement; e. the financial condition and performance of the debtor while in chapter 11; f. information regarding claims against the debtor’s estate; g. a liquidation analysis identifying the estimated return that creditors would receive if the debtor’s bankruptcy case were a case under chapter 7 of the Bankruptcy Code; h. the accounting and valuation methods used to produce the financial information in the disclosure statement; i. information regarding the future management of the debtor; j. a summary of the plan of reorganization; k. an estimate of all administrative expenses, including attorneys’ fees and accountants’ fees; l. the collectability of any accounts receivable; m. any financial information, valuations or pro forma projections that would be relevant to creditors’ determinations of whether to accept or reject the plan of reorganization; n. information relevant to the risks being taken by the creditors and interest holders;

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o. the existence, likelihood and possible success of non-bankruptcy litigation; p. the tax consequences of the plan of reorganization; and q. the relationship of the debtor with its affiliates. See, e.g., In re Scioto Valley Mortgage Co., 88 B.R. 168, 170-71 (Bankr. S.D. Ohio 1988). 16. The Disclosure Statement contains information with respect to: (a) the terms of the Plan; (b) certain events preceding the Debtor’s Chapter 11 Case; (c) estimates of the Claims asserted, or to be asserted, against the Debtor’s estate and the value of distributions to be received by Holders of Allowed Claims; (d) the risk factors that may affect the Plan; (e) the method and timing of distributions under the Plan; (f) a liquidation analysis identifying the estimated return that creditors would receive if the Debtor’s bankruptcy case was a case under chapter 7 of the Bankruptcy Code; (g) an explanation of the federal tax consequences of the Plan; and (h) appropriate disclaimers regarding the Court’s approval of information only as contained in the Disclosure Statement. Accordingly, the Disclosure Statement contains adequate information within the meaning of section 1125 of the Bankruptcy Code. 17. Further, the Court has previously approved a disclosure statement in connection with the Debtor’s Fourth Amended Plan. The Disclosure Statement includes the information which was previously approved by this Court as providing adequate information, and has been appropriately updated since such approval. II. The Solicitation Procedures Should Be Approved A. Establishment of a Voting Record Date 18. Bankruptcy Rule 3017(d) provides that, for the purposes of soliciting votes in connection with confirmation of a plan of reorganization, “creditors and equity security holders shall include holders of stock, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for

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cause, after notice and a hearing.” Fed. R. Bankr. P. 3017(d). Bankruptcy Rule 3018(a) contains a similar provision regarding determination of the record date for voting purposes. 19. Accordingly, the Debtor requests that the Court establish the date that the Disclosure Statement is approved as the record date (the “Voting Record Date”) for purposes of determining: (a) the creditors who are entitled to vote to accept or reject the Plan; and (b) in the case of nonvoting classes, the creditors and interest holders who are entitled to receive non-voting materials. B. Approval of Solicitation Packages 20. Bankruptcy Rule 3017(d) sets forth the materials that must be provided to holders of Claims and Interests entitled to vote for the purpose of soliciting their votes and providing adequate notice of the hearing to confirm a chapter 11 plan. Specifically, Bankruptcy Rule 3017(d) provides, in relevant part, that: Upon approval of a disclosure statement— except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders— the debtor in possession, trustee, proponent of the plan or clerk as the court orders, shall mail to all creditors and equity security holders, and in a chapter 11 reorganization case shall transmit to the United States trustee, a. the plan or a court-approved summary of the plan; b. the disclosure statement approved by the court; c. notice of the time within which acceptances and rejections of such plan may be filed; and d. any other information as the court may direct, including any court opinion approving the disclosure statement or a court-approved summary of the opinion. In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity security holders in accordance with Rule 2002(b), and a form of

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ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the plan. 21. Upon the Court’s approval of the Disclosure Statement, the Debtor proposes to distribute or cause to be distributed solicitation packages (the “Solicitation Packages”) to Holders of Claims in Classes 3A, 3B, 4B, and 6 (the “Voting Classes”). The Debtor expects to complete distribution of the Solicitation Packages no later than one week after the entry of an Order approving the Disclosure Statement (the “Solicitation Date”). 22. The Solicitation Packages shall include copies of: (a) a cover letter describing the contents of the Solicitation Packages; (b) the Approval Order (without any exhibits); (c) the Confirmation Hearing Notice (as defined below); (d) an appropriate form of Ballot; (e) the Disclosure Statement (together with the Plan annexed thereto and all other appendices, whether by paper copy or by CD-ROM); and (f) such other materials as the Court may direct. The Debtor submits that the Solicitation Packages comply with Bankruptcy Rule 3017(d) and should be approved. C. Approval of Form of Ballots 23. Bankruptcy Rule 3017(d) requires the Debtor to mail a form of ballot that substantially conforms to Official Form No. 314 only to “creditors and equity security holders entitled to vote on the plan.” Fed. R. Bankr. P. 3017(d). The Debtor proposes to distribute to creditors entitled to vote on the Plan one or more Ballots in the form attached hereto as Exhibit “A”. The Ballot is based on Official Form No. 314, but has been modified to address the particular terms of the Plan. D. Voting Deadline 24. Bankruptcy Rule 3017(c) provides that, “[o]n or before approval of [a] disclosure statement, the Court shall fix a time within which the holders of claims and interests may accept

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or reject [a] plan . . . .” Fed. R. Bankr. P. 3017(c). The Debtor anticipates commencing the Plan solicitation period by mailing Ballots and other approved solicitation materials no later than the Solicitation Date. The Debtor proposes that, to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered to NMAJH Plan Voting, Dilworth Paxson LLP, 1500 Market Street, Suite 3500E, Philadelphia, Pennsylvania 19102, Attention: Christine Chapman (“the Voting Agent”): (i) by mail, (ii) by overnight courier, or (iii) by personal delivery so that, in each case, all Ballots are received by the Voting Agent no later than September 21, 2021 (the “Voting Deadline”). No Ballots may be submitted by facsimile or electronic mail and any Ballots submitted by facsimile or electronic mail will not be accepted or counted. III. The Tabulation Procedures Should Be Approved 25. Section 1126(c) of the Bankruptcy Code provides: A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan. § 1126(c). Further, Bankruptcy Rule 3018(a) provides that the “court after notice and hearing may temporarily allow the claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan.” Fed. R. Bankr. P. 3018(a). 26. The Debtor proposes that each Holder of a Claim within a Class of Claims entitled to vote to accept or reject the Plan be entitled to vote the amount of such Claim as set forth in the Schedules (as may be amended from time to time) unless: (a) such Holder has timely filed a proof of claim, in which event such Holder would be entitled to vote the amount of such Claim as set forth in such proof of claim; or (b) the Debtor has satisfied such Claim in

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accordance with orders of the Court, in which event such Holder would be entitled to vote only the amount of such Claim that had not been satisfied (if any). The foregoing general procedure will be subject to the following exceptions: a. If a Claim is deemed “Allowed” under the Plan or an order of the Court, such Claim is Allowed for voting purposes in the deemed “Allowed” amount set forth in the Plan or the Court’s order; b. If a Claim for which a proof of claim has been timely filed is wholly contingent, unliquidated or disputed, the Debtor proposes that such Claim be temporarily Allowed for voting purposes only, and not for purposes of allowance or distribution, at $1.00, and the Ballot shall be marked as voting at $1.00; c. If a Claim is partially liquidated and partially unliquidated, the Debtor proposes that the Claim be Allowed for voting purposes only in the liquidated amount; d. If a Claim has been estimated or otherwise Allowed for voting purposes by order of the Court, such Claim is temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only, and not for purposes of allowance or distribution; e. If a Claim is listed in the Schedules as contingent, unliquidated or disputed and a proof of claim was not (a) filed by the applicable bar date for the filing of proofs of claim established by the Court or (b) deemed timely filed by an order of the Court prior to the Voting Deadline, then, unless the Debtor has consented in writing, the Debtor proposes that such Claim be disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c); f. If the Debtor has filed an objection to a claim before the Voting Deadline, the Debtor proposes that such Claim be disallowed for voting purposes only and not for purposes of allowance or distribution, except to the extent and in the manner as may be set forth in such objection; g. Notwithstanding anything to the contrary contained herein, (i) any creditor who has filed or purchased duplicate Claims that are classified under the Plan in the same Class, shall be provided with only one Solicitation Package and one Ballot for voting a single Claim in such Class, regardless of whether the Debtor has objected to such duplicate Claims; and (ii) if a proof of claim amends or supersedes a proof of claim filed by or on behalf of the same creditor, such proof of claim shall supersede the prior proof of claim for voting and tabulation purposes; and

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h. For purposes of voting, classification, and treatment under the Plan, each holder of an Impaired Claim that holds or has filed more than one (1) Claim shall be treated as if such holder has only one (1) Claim in each applicable Class; the Claims filed by such holder shall be aggregated in each applicable Class; and the total dollar amount of such holder’s Claims in each applicable Class shall be the sum of the aggregated Claims of such holder in each applicable Class. 27. The Debtor believes that the foregoing proposed tabulation procedures provide for a fair and equitable voting process. If any creditor seeks to challenge the allowance of its Claim for voting purposes in accordance with the above procedures, the Debtor requests that the Court direct such creditor to serve on counsel for the Debtor and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim in a different amount for purposes of voting to accept or reject the Plan no later than the Voting Record Date. The Debtor further proposes, in accordance with Bankruptcy Rule 3018(a), that as to any creditor filing such a motion, such creditor’s Ballot should not be counted unless temporarily allowed by the Court for voting purposes, after notice and a hearing. If and to the extent that the Debtor and such party are unable to resolve the issues raised by the Rule 3018 Motion prior to the Voting Deadline established by the Bankruptcy Court, then at the Confirmation Hearing the Bankruptcy Court will determine whether the provisional Ballot should be counted as a vote on the Plan. 28. The Debtor requests that (a) whenever a creditor casts more than one Ballot voting the same Claim(s) before the Voting Deadline, the last valid Ballot received before the Voting Deadline be deemed to reflect the voter’s intent and, thus, to supersede any prior Ballots and (b) creditors with multiple Claims within a particular Class must vote all of their Claims within such Class either to accept or reject the Plan and may not split their votes, and thus neither (i) any Ballot that partially rejects and partially accepts the Plan nor (ii) any Ballot filed by a creditor with multiple Claims within a Class who votes inconsistently will be counted.

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29. The Debtor further proposes that, without further order of the Court, the following Ballots not be counted or considered for any purpose in determining whether the Plan has been accepted or rejected: (a) any Ballot that is properly completed, executed and timely returned to the Voting Agent, but does not indicate an acceptance or rejection of the Plan or that indicates both an acceptance and rejection of the Plan; (b) any Ballot actually received by the Voting Agent after the Voting Deadline, unless the Debtor shall have granted in writing an extension of the Voting Deadline with respect to such Ballot; (c) any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; (d) any Ballot cast by a person or entity that does not hold a Claim in a Class that is entitled to vote to accept or reject the Plan; (e) any Ballot cast for a Claim scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (f) unless expressly authorized by the Approval Order, any unsigned or non-originally signed Ballot; (g) any Ballot sent directly to the Debtor, its agents (other than the Voting Agent) or the Debtor’s financial or legal advisors or to any party other than the Voting Agent; (h) any Ballot cast for a Claim that has been disallowed (for voting purposes or otherwise); and (i) unless expressly authorized in the Approval Order, any Ballot transmitted to the Voting Agent by facsimile or other electronic means. 30. Subject to any contrary order of the Court, the Debtor reserves the right to reject any and all Ballots the acceptance of which, in the opinion of the Debtor, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules. 31. The Debtor and the Voting Agent may, but are not under any duty to, provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. Rather, the Voting Agent may disregard, with no further notice, defective ballots described above.

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IV. The Confirmation Hearing Notice and Objection Procedures Should Be Approved 32. Section 1128 of the Bankruptcy Code provides that “[a]fter notice, the court shall hold a hearing on confirmation of a plan” and that “a party in interest may object to confirmation of a plan.” 11 U.S.C. § 1128. 33. Bankruptcy Rule 3017(c) provides: On or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan and may fix a date for the hearing on confirmation. Fed. R. Bankr. P. 3017(c). 34. The Debtor requests that the Court schedule the Confirmation Hearing to commence on or after September 30, 2021. A. Notice Procedures 35. Bankruptcy Rule 2002(b) and (d) require not less than twenty-eight (28) days’ notice to all creditors and equity security holders of the time fixed for filing objections and the hearing to consider confirmation of a chapter 11 plan, except as provided in Bankruptcy Rule 2002(l) regarding notice by publication. The Debtor intends to complete the voting and Plan confirmation processes along the standard timelines set forth in the Bankruptcy Rules. In accordance with Bankruptcy Rules 2002 and 3017, the Debtor proposes to provide to all parties contained in the creditors’ matrix in this case, which includes all known creditors and parties in interest but specifically excludes members of the Museum, a copy of the notice substantially in the form attached hereto as Exhibit B (the “Confirmation Hearing Notice”), setting forth: (a) the date of approval of the Disclosure Statement; (b) the Voting Record Date; (c) the Voting

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Deadline; (d) the time fixed for filing objections to confirmation of the Plan; and (e) the time, date and place for the Confirmation Hearing.2 36. Because Class 2 creditors – Members of the Museum – are (a) unimpaired by the Plan, as their memberships will be honored by the Museum, and not subject to having any claims discharged under the Plan, and (b) quite numerous (there are approximately 4500 members), the Debtor proposes that Members shall not receive any notice by mail of the Plan or Disclosure Statement or documents relating thereto. Because the cost of an annual membership is as low as $54, the cost of mailing Plan and Disclosure Statement materials to each of the 4500 members would be prohibitive. The Court’s Order Establishing Certain Notice, Case Management, and Administrative Procedures (Docket No. 75, entered March 10, 2020) provides at paragraph 5, inter alia, that Members shall receive notice of the commencement of the case but shall not be added to the creditors matrix and shall not generally receive notices in the case (with the possible exception of notice of a claims bar date),3 and that all pleadings, notices, and other documents regarding this case which are accessible from the website of the Debtor’ claims agent shall be deemed to be notice by publication with respect to the Members and such notice by publication shall be deemed sufficient service of such on the Members. Accordingly, the Debtor does not intend to serve Members with paper notice of the Disclosure Statement, the Plan, or related documents. 37. The Debtor anticipates that some notices of the hearing on the Disclosure Statement (the “Disclosure Statement Hearing Notices”) may be returned by the United States Postal Service as undeliverable. The Debtor believes that it would be costly and wasteful to 2 As to the Holders of Claims in the Voting Class, the Confirmation Hearing Notice shall be transmitted as part of the Solicitation Package. 3 The notice of commencement of the case informed Members that further information regarding the case is available on the Donlin Recano website.

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distribute further notices, Solicitation Packages and/or Notices of Non-Voting Status to the same addresses to which undeliverable Disclosure Statement Hearing Notices were distributed. Therefore, the Debtor seeks to be excused, without any further order of the Court, from distributing further notices, Solicitation Packages and/or Notice of Non-Voting Status to those entities listed at such addresses unless the Debtor is provided with accurate addresses for such entities at least one Business Day prior to the Solicitation Date. For these reasons, the Debtor also seeks to be excused from re-mailing undelivered Solicitation Packages or other undeliverable solicitation-related notices that were returned marked “undeliverable” or “moved – no forwarding address” or for a similar reason, unless the Debtor has been informed in writing by such person of that person’s new address. 38. The Debtor also requests that the Court determine that it is not required to distribute Solicitation Packages, Ballots, copies of the Disclosure Statement or Plan or any other notices to holders of Claims against the Debtor that have not been classified in the Plan pursuant to section 1123(a)(1) of the Bankruptcy Code. 39. The Debtor submits that the foregoing procedures will provide adequate notice of the Confirmation Hearing and, accordingly, request that the Court approve such notice as adequate. B. Procedures for the Filing of Objections to Confirmation of the Plan 40. Pursuant to Bankruptcy Rule 3020(b)(1), objections to confirmation of a plan must be filed and served “within a time fixed by the court.” Fed. R. Bank. P. 3020(b)(1). The Confirmation Hearing Notice provides, and the Debtor requests that the Court direct that, objections to confirmation of the Plan or proposed modifications to the Plan, if any, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such party;

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(d) state with particularity the basis and nature of any objection to the Plan; and (e) be filed, together with proof of service, with the Court and served on the parties listed in the Confirmation Hearing Notice no later than September 21, 2021 (the “Plan Objection Deadline”). 41. The proposed timing for filing and service of objections and proposed modifications, if any, will afford the Court, the Debtor and other parties in interest sufficient time to consider the objections and proposed modifications prior to the Confirmation Hearing. NOTICE 42. In accordance with Local Rule 3017-1(c), this Motion has been served upon: (a) the Clerk’s service list; (b) the Securities and Exchange Commission; and (c) all parties-in-interest who have requested copies of the Disclosure Statement or Plan. The Debtor submits that good and sufficient notice of this Motion has been provided and that no other or further notice is necessary. NO PRIOR REQUEST 43. No prior request for the relief requested herein has been made to this Court or any other court in connection with the Chapter 11 Case.

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WHEREFORE, the Debtor respectfully requests that this Court enter the Approval Order in the form submitted herewith: (a) approving the Disclosure Statement; (b) approving procedures for the solicitation and tabulation of votes to accept or reject the Plan; (c) approving related notice and objection procedures, and (d) granting such other and further relief as is just and proper. Dated: July 2, 2021 Peter C. Hughes DILWORTH PAXSON LLP Lawrence G. McMichael Peter C. Hughes Yonit A. Caplow Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 Counsel for the Debtor and Debtor in Possession

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