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Full title: Motion of Debtor for Entry of an Order Confirming the Fourth Amended Plan of Reorganization, as Modified 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 - Proposed Order - TBS) (HUGHES, PETER) (Entered: 08/10/2021)

Document posted on Aug 9, 2021 in the bankruptcy, 17 pages and 0 tables.

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Except as provided for in subsection (b) of this section, a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests of such class.Section 1123(a)(1) requires that a plan designate, subject to section 1122, classes of claims other than certain priority claims and classes of interests.1129(a)(7) requires that holders of impaired claims or interest that do not vote to accept the plan “receive or retain under the plan on account of such claim or interest property of a value, as of the effective date of the plan, that is not less than the amount that such holder would so receive or retain if the debtor were liquidated under chapter 7 of this title on such date.”Notwithstanding section 510(a) of this title, if all of the applicable requirements of subsection (a) of this section other than [section 1129(a)(8)’s requirement of acceptance of a plan by all impaired classes] are met with respect to a plan, the court, on request of the proponent of the plan, shall confirm the plan notwithstanding the requirements of such paragraph if the plan does not discriminate unfairly, and is fair and equitable, with respect to each class of claims or interests that is impaired under, and has not accepted, the plan.Because the Class 3A Claimant has consented to the Plan and the Debtor expects that such creditor will, as appropriate, submit an amended ballot accepting the Plan as to Class 3A and Class 5, and no other classes of Claims have their treatment adversely affected by the Plan, the Plan should be confirmed.

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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. : MOTION OF DEBTOR FOR ENTRY OF AN ORDER CONFIRMING THE FOURTH AMENDED PLAN OF REORGANIZATION, AS MODIFIED The Museum of American Jewish History, d/b/a National Museum of American Jewish History (the “Museum” or the “Debtor”), by and through its undersigned counsel, hereby requests that this Court enter an order confirming the Fourth Amended Plan of Reorganization, as Modified. In support thereof, the Debtor respectfully states as follows: I. FACTUAL BACKGROUND 1. 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. 2. 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. 1

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3. 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, 2020 and incorporated herein by reference. 4. On September 24, 2020, the Debtor filed its Fourth Amended Plan of Reorganization (Dkt. no. 353)(the “Fourth Amended Plan”) and its Fourth Amended Disclosure Statement (Dkt. no. 354) (the “Disclosure Statement”). 5. On October 19, 2021, the Court entered an Order Approving (I) Disclosure Statement, (II) Procedures for the Solicitation and Tabulation of Votes to Accept or Reject the Plan; and (III) Related Notice and Objection Procedures (the “Disclosure Statement Order”)(Dkt. no. 386). Pursuant to the Disclosure Statement Order, a confirmation hearing was scheduled for December 11, 2020 and December 14, 2020. 6. On November 10, 2020, the Debtor filed a Report of Plan Voting (Dkt. no. 420). 7. On December 4, 2020, the Court entered an Order (the “Valuation Order”) (Dkt. no 454) and Opinion (Dkt. no. 453) determining that the value of the Debtor’s real property for purposes of §506(a) of the Bankruptcy Code is $66,000,000.00. The Court also scheduled a status hearing for December 9, 2020 with respect to the hearing on confirmation of the Debtor’s Plan. 8. At the December 9, 2020 status conference, the Court continued the confirmation hearing which had been scheduled for December 11, 2020. 2

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9. On December 15, 2020, the Debtor filed a notice of appeal to the District Court (Dkt. no. 473) with respect to the Valuation Order. On April 6, 2021, the District Court entered an Order and Opinion affirming the Valuation Order. 10. On April 16, 2021, the Debtor filed a notice of appeal to the Third Circuit Court of Appeals with respect to the Valuation Order. The Third Circuit appeal remains pending. 11. On July 2, 2021, the Debtor filed its Fifth Amended Plan of Reorganization (Dkt. no. 628) and Fifth Amended Disclosure Statement (Dkt. no. 629). 12. Subsequent to filing the Fifth Amended Plan of Reorganization, the Debtor reached an agreement in principle with UMB Bank, N.A., as trustee, Dime Community Bank (the Series A Bondholder) and the Series B Bondholders regarding the treatment of the Series A and Series B Bonds. 13. Pursuant to such agreement in principle, the Series A Bond will receive $10.1 million in cash on the Effective Date, as well as an unsecured promissory note in the total principal amount of $360,000. The Series B Bondholders will receive $100,000 in the aggregate, which is the same treatment provided for in the Fourth Amended Plan. To fund the revised plan, the Debtor will convey the ownership of its real property to PHL Masada LLC or its assignee (the “Buyer”) for $10 million, and lease such real property from the Buyer pursuant to the terms of a 42 month lease. Under the lease for the real property, the Debtor will pay $1,000 per month, plus utilities, insurance and maintenance; the Buyer will pay any real estate taxes. 3

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14. Based on the agreement in principle with the Series A and Series B Bondholders, the Debtor has filed a Praecipe to Withdraw the Fifth Amended Plan, the Fifth Amended Disclosure Statement, and its Motion for Approval of the Fifth Amended Disclosure Statement (Dkt. no. 662). 15. Further, on August 9, 2021, the Debtor filed a Fourth Amended Plan, as Revised August 9, 2021 (Dkt. no. 666) (as such Plan may be further amended or modified, the “Plan”). Capitalized terms not defined herein shall have the meaning set forth in the Plan. 16. The Debtor now seeks the entry of an order confirming the Plan. 17. The terms of the Plan with respect to the treatment of impaired claims are the same, or better, than the terms of the Fourth Amended Plan with respect to such claims: a. The Class 3A Claims will receive $10.1 million in cash on the Effective Date and an unsecured promissory note for $360,000, a substantial improvement over the deferred payments provided for in the Fourth Amended Plan. b. The Class 3B Claims will receive the same treatment as provided in the Fourth Amended Plan. c. Class 5 General Unsecured Claims will receive a significantly higher percentage payout on their claims, in part because the deficiency claim of the Class 3A Claim will be limited to payment of $100,000. 4

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18. The Fourth Amended Plan was accepted by an impaired accepting class, the Class 3B Bondholders. The Debtor therefore satisfies the requirements of 11 U.S.C. 1129(a)(10) with respect to acceptance by an impaired class. 19. Although the Class 3A Bondholder voted against the Fourth Amended Plan and objected to it, and UMB, as trustee, objected to the Fourth Amended Plan, the Debtor expects that the Class 3A Bondholder and UMB will support confirmation of the Plan, and will not object to confirmation of the Plan, based on the agreement in principle among the parties. The Debtor expects that the Class 3A Bondholder would be willing to change its ballot to vote in favor of the Plan, even though such a change in voting is not necessary because the Plan has been accepted by the Class 3B Bondholders. II. RELIEF REQUESTED 20. The Debtor hereby requests that the Court confirm the Plan. a. The Plan Should Be Confirmed 21. As provided by the Bankruptcy Code, the Court “shall” confirm a Chapter 11 Plan if all of the requirements of 11 U.S.C. § 1129(a) are satisfied. As discussed more fully below, the Plan should be confirmed because the Debtor has satisfied each of the requirements of section 1129(a), and, to the extent necessary, has satisfied the requirements of section 1129(b). b. The Plan Satisfies Section 1129(a)(1) 22. To be confirmed, section 1129(a) requires that a plan comply with each of its requirements, except for subsection (a)(8). The debtor must prove all of the elements necessary for confirmation by a preponderance of the evidence. Heartland Federal Savings & 5

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Loan Association v. Briscoe Enterprises, Ltd., 994 F.2d 1160, 1165 (5th Cir. 1993); Corestates Bank, N.A. v. United Chemical Technologies, Inc., 202 B.R. 33, 45 (E.D. Pa. 1996); In re Magnatrax Corp., No. 03-11402, 2003 WL 22807541, at *4 (Bankr. D. Del. Nov. 17, 2003). 23. § 1129(a)(1) states that the plan must comply with the “applicable provisions” of the Bankruptcy Code. Legislative History to section 1129(a)(1) specifically identifies sections 1122 and 1123 (pertaining to classification of claims and contents of the plan) as the relevant Code provisions. See H.R. Rep. No. 595, 95th Cong., 1st Sess. 412 (1977); S. Rep. No. 989, 95th Cong., 2d Sess. 126 (1978). The Plan fully complies with both sections 1122 and 1123. SECTION 1122 24. Pursuant to section 1122(a): Except as provided for in subsection (b) of this section, a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests of such class. § 1122(a). Accordingly, a plan may divide claims into multiple classes so long as each class consists only of claims that are “substantially similar.” The plan proponent is afforded flexibility in classifying claims or interests, as long as there is a reasonable basis for the classification structure. In re Jersey City Medical Center, 817 F.2d 1055, 1060-61 (3d Cir. 1987) (“[T]he authorities recognize that the classification of the claims or interests must be reasonable.”). Further, the Third Circuit has held that a classification scheme is reasonable in a cramdown situation where each class “represents a voting interest that is sufficiently distinct and weighty to merit a separate voice in the decision whether the proposed reorganization should proceed.” 6

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John Hancock Mutual Life Insurance Co. v. Route 37 Business Park Associates, 987 F.2d 154, 159 (3d Cir. 1993). 25. The classification scheme in the Plan is reasonable and necessary. All substantially similar claims are classified together, while each specific type of claim or interest is given its own class. Thus, Class 1 Priority Claims, Class 2 Member Claims, the Class 3A Claim (the Series A Bond), Class 3B Claims (the Series B Bonds), Class 4 Claims (Other Secured Claims), Class 5 General Unsecured Claims, and Class 6 Equity Interests each have a separate class. The Class 3A and 3B Claims are separately classified because the relevant Trust Indenture creates two separate classes of bonds with different rights for each class. This classification complies with the standards set forth by section 1122 and the Third Circuit in the cases discussed above; and the Debtor expects that neither UMB nor the Class 3A Bondholder will object to the classification scheme of the Plan. 26. The Debtor’s plan classification scheme recognizes the divergent legal and equitable rights of the various claimants provided for in the Plan. It properly distinguishes between creditors and interest holders, secured and unsecured creditors, and priority and non-priority claims. As such, the classification structure is appropriate and satisfies the requirements of section 1122. SECTION 1123 27. Section 1123(a)(1) requires that a plan designate, subject to section 1122, classes of claims other than certain priority claims and classes of interests. Section 1123(a)(2) requires that the plan “specify any class of claims or interests that is not impaired under the plan.” 11 U.S.C. § 1123(a)(2). Section 1123(a)(3) further requires that the plan “specify the 7

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treatment of any class of claims or interests that is impaired under the plan.” 11 U.S.C. § 1123(a)(3). 28. Articles II and III of the Plan specifically identify all classes of claims and interests, including whether they are impaired or unimpaired, and also outline the treatment that is proposed for each class under the Plan. 29. Section 1123(a)(4) requires the plan to “provide the same treatment for each claim or interest of a particular class, unless the holder of a particular claim or interest agrees to a less favorable treatment of such particular claim or interest.” 11 U.S.C. § 1123(a)(4). The Plan satisfies this standard. 30. Of those classes consisting of multiple members, all class members will receive the same treatment. 31. Section 1123(a)(5) requires that the plan provide “adequate means” for its implementation. 11 U.S.C. § 1123(a)(5). The focus of section 1123(a)(5) is whether the plan itself contains adequate means for implementation, not on whether alternative means exist. See In re Stuart Glass & Mirror, Inc., 71 B.R. 332, 334 (Bankr. S.D. Fla. 1987). Article VII of the Plan contains provisions outlining the means for its implementation. These provisions provide an adequate means for its implementation, as will be discussed, infra, regarding feasibility. 32. Section 1123(a)(6) is inapplicable because the Debtor is a non-profit entity, and there are therefore no classes of securities with respect to the Debtor. 33. The Debtor’s post-confirmation officers and directors have been identified, and the Plan does not contain any provisions which are inconsistent with the interests 8

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of creditors, security holders (if any) or public policy with respect to the selection and/or succession of officers, directors or trustees, and section 1123(a)(7) is therefore satisfied. a. The Plan Satisfies Section 1129(a)(2) 34. Section 1129(a)(2) requires that the plan proponent comply with the applicable provisions of the Bankruptcy Code. 11 U.S.C. § 1129(a)(2). The principal purpose of section 1129(a)(2) is to insure that the proponent has complied with the disclosure and solicitation requirements of section 1125. See In re Resorts International, Inc., 145 B.R. 412, 468-69 (Bankr. D.N.J. 1990); In re Texaco, Inc., 84 B.R. 893, 906-07 (Bankr. S.D.N.Y. 1988); see also H.R. Rep. No. 95-595, supra, 412. Here, the Debtor submits that it has complied with section 1125 as stated herein and by filing the Disclosure Statement, which the Court approved as containing adequate information under section 1125 of the Bankruptcy Code. The Debtor filed the Plan on the docket and has provided adequate, sufficient and timely notice of the hearing on this Motion. In addition, the Debtor has complied with all other orders of the Court entered in its bankruptcy case and with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules. b. The Plan Satisfies Section 1129(a)(3) 35. Section 1129(a)(3) requires that a plan be “proposed in good faith and not by any means forbidden by law.” 11 U.S.C. § 1129(a)(3). Although “good faith” is not defined by the Bankruptcy Code, section 1129(a)(3) requires that a plan be “proposed with honesty, good intentions and a basis for expecting that a reorganization can be effected with results consistent with the objectives and purposes of the Bankruptcy Code.” In re Zenith Electronics Corp., 241 B.R. 92, 107 (Bankr. D. Del. 1999) (quoting In re Sound Radio, Inc., 93 B.R. 849, 853 (Bankr. 9

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D.N.J. 1988), aff’d in part, 103 B.R. 521 (D.N.J. 1989), aff’d, 908 F.2d 964 (3d Cir. 1990)); see also Century Glove, 1993 WL 239489, at *4 (holding that the good faith requirement is met when the plan is proposed with a legitimate and honest purpose and has a reasonable hope of success). 36. The Court should consider the totality of the circumstances surrounding a proposed plan when determining whether it has been proposed in good faith. In re New Valley Corp., 168 B.R. 73, 81 (Bankr. D.N.J. 1994). The Debtor filed its bankruptcy case in good faith and proposed its plan with the honest and legitimate intent to make payments to creditors under the terms of the Plan. Also, as evidenced by the agreement in principle among major claimholders and the value of assets available for distribution under the Plan, among other things, the Plan has a reasonable chance of success. The Debtor has accordingly demonstrated its good faith with respect to its proposed Plan. c. The Plan Satisfies Section 1129(a)(4) 37. Section 1129(a)(4) requires that any payments by the debtor “for services or for costs and expenses in or in connection with the case, or in connection with the plan and incident to the case” either be approved by the Court as reasonable or be subject to approval by the Court as reasonable. 11 U.S.C. § 1129(a)(4). 38. The Debtor has complied with this provision. Section 12.21 of the Plan requires professionals to file fee applications for all work through the Effective Date within 45 days of the Effective Date. Thus, the Debtor will not make any payments of the type described in section 1129(a)(4) unless such payments have been approved by the Court as reasonable. This process for the Court’s review and ultimate determination of professional fees and expenses to be 10

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paid by the Debtor satisfies the requirements of section 1129(a)(4). See Resorts, 145 B.R. at 475 (holding that as long as fees and expenses are subject to final approval by the court, section 1129(a)(4) is satisfied). d. The Plan Satisfies Section 1129(a)(5) 39. The Debtor has also complied with section 1129(a)(5), which requires a plan proponent to make various disclosures regarding those who will serve as directors or officers of the Debtor under the Plan. Exhibit D to the Disclosure Statement identifies the Debtor’s directors and officers. e. The Plan Satisfies Section 1129(a)(6) 40. Section 1129(a)(6) requires that rates charged by the debtor under the plan be approved by any governmental regulatory commission having jurisdiction over such rates. There is no such regulatory commission having jurisdiction over any rates charged by the Debtor. Accordingly section 1129(a)(6) is satisfied by the Plan. f. The Plan Satisfies Section 1129(a)(7) 41. The so-called “best interest” test of section 1129(a)(7) requires that holders of impaired claims or interest that do not vote to accept the plan “receive or retain under the plan on account of such claim or interest property of a value, as of the effective date of the plan, that is not less than the amount that such holder would so receive or retain if the debtor were liquidated under chapter 7 of this title on such date.” 11 U.S.C. § 1129(a)(7)(A)(ii). A plan satisfies this test if the court determines that each non-consenting member of an impaired class will receive at least as much under the plan as it would receive in a liquidation under Chapter 7. 11

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Bank of America National Trust & Savings Association v. 203 North LaSalle Street Partnership,526 U.S. 434, 441 n. 13 (1999); In re Labrum & Doak, LLP, 227 B.R. 372, 381 (Bankr. E.D. Pa. 1998). 42. This test has been met here. Each member of impaired Classes 3A and 3B has consented to the Plan. Further, Exhibit B to the Disclosure Statement sets forth the Debtor’s liquidation analysis. This demonstrates that if the Debtor’s assets were liquidated at a forced liquidation, creditors holding general unsecured claims would likely receive no distribution. The Plan provides for Class 5 to receive a distribution. As set forth in the Debtor’s liquidation analysis, these creditors would not receive a distribution if the case were liquidated in chapter 7. Therefore this Court can conclude that the best interests test has been met. g. The Plan Satisfies Section 1129(a)(8) 43. The Plan complies with the requirements of section 1129(a)(8) because, given the consent of Class 3A to the Plan, all impaired classes have accepted the plan; in the alternative, the Plan satisfies the requirements of section 1129(b), as set forth below. h. The Plan Satisfies Section 1129(a)(9) 44. The Plan complies with the requirements of section 1129(a)(9), which provides for the payment of priority claims. 11 U.S.C. § 1129(a)(9). Under sections 3.04 and 3.05 of the Plan, holders of priority tax claims and priority claims will be paid in full on or before the Effective Date unless they agree to different terms. These provisions satisfy the requirements of section 1129(a)(9). 45. 12

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i. The Plan Satisfies Section 1129(a)(10) 46. Where a plan contains at least one impaired class of claims, section 1129(a)(10) requires that “at least one class of claims that is impaired under the plan has accepted the plan, determined without including any acceptance of the plan by any insider,” before the plan can be confirmed. 11 U.S.C. § 1129(a)(10). As set forth in the Report of Plan Voting, the Plan has been accepted by Class 3B. Further, no ballots voting against the Plan were submitted by any Class 3B Claim Holder, so that there is an impaired accepting class as long as at least one Class 3B Claim Holder is not considered an insider. j. The Plan Satisfies Section 1129(a)(11) 47. Section 1129(a)(11) provides that a plan may be confirmed if “[c]onfirmation of the plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan.” This test requires the Court to find a “reasonable assurance of compliance with plan terms and a reasonable assurance that the plan can be effectuated.” In re Valley View Shopping Center, L.P., 260 B.R. 10, 33 (Bankr. D. Kan. 2001). Thus, although it must show that it is reasonably likely that the plan can be carried out, a debtor is not required to demonstrate that successful performance under the plan is guaranteed. 48. The Debtor will have sufficient liquid assets on or before the Effective Date to pay, in full, all then allowed administrative expenses, priority tax claims, and claims in Classes 1, 3, 4, and 5; no payment is required with respect to Classes 2 or 6. The Plan is therefore feasible. 13

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k. The Plan Satisfies Section 1129(a)(12) 49. All fees required by 28 U.S.C. § 1930 have been paid to date. Section 12.07 of the Plan provides for the payment on or before the Effective Date of all accrued statutory fees. After the Effective Date, all required statutory fees will be paid in the ordinary course of business. The Plan thus complies with the requirements of 11 U.S.C. § 1129(a)(12). l. The Plan Satisfies Section 1129(a)(13) 50. Section 1129(a)(13) requires that a plan provide for the continuation of retiree benefits, within the meaning of section 1114 of the Bankruptcy Code, for the duration of the period that the debtor is obligated to provide such benefits. 11 U.S.C. § 1129(a)(13). The Debtor has no retiree obligations, and accordingly section 1129(a)(13) is inapplicable. m. The Plan Satisfies Section 1129(b) 51. Section 1129(b) provides the conditions for confirmation of a plan that has not been accepted by all impaired classes: Notwithstanding section 510(a) of this title, if all of the applicable requirements of subsection (a) of this section other than [section 1129(a)(8)’s requirement of acceptance of a plan by all impaired classes] are met with respect to a plan, the court, on request of the proponent of the plan, shall confirm the plan notwithstanding the requirements of such paragraph if the plan does not discriminate unfairly, and is fair and equitable, with respect to each class of claims or interests that is impaired under, and has not accepted, the plan. 11 U.S.C. § 1129(b)(1). 52. The Debtor does not believe that section 1129(b)(1) applies in the context of the Plan because section 1129(a)(8) has been satisfied by the consent of all impaired classes to 14

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the Plan; however, to the extent that Class 3A is impaired, but cannot be considered toward acceptance of the Plan at this time because it has not formally changed its vote on the Plan, the Plan satisfies section 1129(b)(1) as to Class 3A because the Plan does not unfairly discriminate against Class 3A, and its treatment of Class 3A is fair and equitable. 53. Section 1129(b) does not prohibit discrimination between classes; it only prohibits discrimination that is “unfair.” In re 11,111, Inc., 117 B.R. 471, 478 (Bankr. D. Minn. 1990). A plan unfairly discriminates against an impaired class only if similar claims are treated differently under the plan without a reasonable basis. In re Kennedy, 158 B.R. 589, 599 (Bankr. D.N.J. 1993); Resorts, 145 B.R. at 481. Stated differently, when comparing the treatment of two separate classes of claims, there is no unfair discrimination where (1) each class is comprised of claims that are dissimilar from those in the other class, In re Johns-Manville Corp., 68 B.R. 618, 636 (Bankr. S.D.N.Y. 1986); or (2) in light of the particular facts and circumstances of the case, there is a reasonable basis for the differing treatment. In re Buttonwood Partners Ltd., 111 B.R. 57, 63 (Bankr. S.D.N.Y. 1990). 54. In accordance with section 1129(b)(1) of the Bankruptcy Code, the Plan does not unfairly discriminate against the Class 3A claim. Indeed, the Class 3A Claim will receive $10.1 million in cash on the Effective Date, as well as deferred payments under a promissory note, while the Class 3B Claims will receive only $100,000 in the aggregate. 55. Section 1129(b)(2)(A) defines “fair and equitable” as it pertains to a class of secured claim. The treatment of Class 3A satisfies the requirements of the Code in this regard as the Debtor’s real property is being sold free and clear of liens, and the Class 3A Claim will 15

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receive funds which equal or exceed its share of the sale proceeds. The Plan is fair and equitable as to Class 3A and, therefore, satisfies Code section 1129(b)(2)(A). n. Further Solicitation With Respect to the Plan Is Not Necessary 56. Class 3A did not vote to accept the Fourth Amended Plan, and the Class 3A Claimholder’s vote also caused Class 5 to reject the Fourth Amended Plan. Under the proposed Plan, the treatment of Class 3A has substantially improved and the Debtor expects that Class 3A will consent to the Plan and, as appropriate, submit an amended ballot accepting the Plan, which amended ballot would also change the outcome for Class 5 voting. 57. The treatment of Class 1, 2, 3B, and 4 Claims and Class 6 Interests has not changed under the Plan. 58. The treatment of Class 5 General Unsecured Claims has improved. Class 5 General Unsecured Claims will receive a significantly higher percentage payout on their claims, in part because the deficiency claim of the Class 3A Claim will be limited to payment of $100,000. 59. Because the Class 3A Claimant has consented to the Plan and the Debtor expects that such creditor will, as appropriate, submit an amended ballot accepting the Plan as to Class 3A and Class 5, and no other classes of Claims have their treatment adversely affected by the Plan, the Plan should be confirmed. 60. The proposed Plan is fair and equitable and feasible. There is a reasonable likelihood of success, and the Plan should accordingly be confirmed. As proposed, the Plan 16

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benefits all creditors, and allows the Debtor to continue to fulfill its mission into the future. The Debtor should be given that opportunity through confirmation of the proposed Plan. 61. The relief sought herein is necessary to the efficient resolution of the Debtor’s Chapter 11 case and will assist in an expeditious confirmation of the Plan and otherwise protect the rights of the Debtor’s creditors and interest holders. Accordingly, the Motion should be granted in its entirety. WHEREFORE, the Debtor respectfully requests entry of an order, the form of which will be filed on the docket by the Debtor in advance of the confirmation hearing, granting the relief requested herein and such other further relief as may be just. Respectfully submitted, Dated: August 10, 2021 Philadelphia, Pennsylvania /s/ Peter C. Hughes DILWORTH PAXSON LLP Lawrence G. McMichael Peter C. Hughes Yonit A. Caplow 1500 Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 Attorneys for Debtor 17

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